


Captain Marvel: The Movie

by waittherespie



Category: Captain Marvel (Marvel Comics), Marvel Cinematic Universe, The Avengers (Marvel Movies), The Avengers (Marvel) - All Media Types
Genre: Gen, Infinity Gems, Let's pretend Dr. Strange never happened, Origin Story, Past Alcohol Abuse/Alcoholism, Screenplay/Script Format, Secret Superheros, Space fights, Time Travel
Language: English
Status: Completed
Published: 2016-01-09
Updated: 2016-01-09
Packaged: 2018-05-12 04:31:24
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 22,256
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/5652559
Author URL: https://archiveofourown.org/users/waittherespie/pseuds/waittherespie
Summary: <blockquote class="userstuff">
              <p>Two years after returning to Earth with superhuman abilities, Carol Danvers is rebuilding her life, but when a mysterious alien threat follows her home, she makes a terrible discovery: her powers are failing. Now, she must embark on a journey through time and space to recover her powers before it’s too late.</p>
<p>(Because who knows when the real Captain Marvel movie will be released since they keep pushing it back, I decided to write my own.)</p>
            </blockquote>





	Captain Marvel: The Movie

**Author's Note:**

> Inspired by DeConnick’s comic run, this is technically an MCU canon compatible (well, it was as of this publish date) screenplay introducing Carol Danvers to the wider Marvel Cinematic Universe leading up to Infinity Wars.
> 
> Update: since Dr. Strange was released this story is no longer canon compliant, but we can all just pretend that Dr. Strange never happened, right? ;)
> 
> If you’d like to read the script in PDF format with page numbers and all that, [click here](https://www.dropbox.com/s/okv6zhw26rapg7r/CaptainMarvel_script.pdf?dl=0).
    
    
    POST-CREDITS SCENE AFTER THOR: RAGNAROK:
    
    
    
                   INT. NEW MEXICAN BAR - NIGHT
    
                   DOCTOR LAWSON, enters a dingy bar. He's well dressed,
                   dignified -- not the type to frequent this sort of
                   establishment.
    
                   It's mostly empty. Just the REGULARS on a typical weeknight,
                   including a WOMAN sitting hunched at the bar.
    
                   The man steps up behind her. Her long blonde hair hides her
                   face. We only see her hand holding a glass of brown alcohol.
    
                                       LAWSON
                             Excuse me, I am looking for Ms.
                             Danvers?
    
                   She barely moves her head in acknowledgment.
    
                                       LAWSON (CONT'D)
                             Yes, I see... My name is Dr. Lawson
                             and I am here because I hope you
                             might be able to assist me... I
                             need to... leave this planet.
    
                                       CAROL
                                 (with a chuckle)
                             Sure you can't do that yourself?
    
                   He frowns. Plops a thick FILE FOLDER down next to her. Her
                   head turns slightly.
    
                   The cover reads FOSTER DEFENSE PROGRAM PILOTS.
    
                   Her hand flips open the folder. Inside are papers with
                   COLONEL CAROL SUSAN JANE DANVERS listed on top along with
                   NASA, D.O.D., SHIELD, and TOP SECRET stamped on the edges.
    
                                       CAROL (CONT'D)
                             How do you know about this?
    
                   She looks away from the folder, bored.
    
                                       LAWSON
                             I know a great many things.
                             Especially about you. Like how the
                             only reason you weren't
                             dishonorably discharged from the
                             Air Force is because you were
                             recruited as one of five pilots
                             trained to fly the most advanced
                             rocket this planet has ever built.
                             But even that prestige couldn't
                             keep you from drinking yourself
                             half to death.
    
                                       CAROL
                             I don't have to listen to this...
    
                                       LAWSON
                             So you lost that job, as well. Now,
                             what? You are alone, wasting away
                             in some desert bar.
    
                   Carol gets up from her seat, ignoring him.
    
                   She reaches for her glass when a tiny SPARK shoots from the
                   palm of his hand to the liquid, igniting it in flame.
    
                   She pulls her hand away. Now he's got her attention.
    
                   Carol sits back down, eyes fixed on the fire.
    
                                       LAWSON (CONT'D)
                                 (pointing to the folder)
                             That ship is the only one on Earth
                             capable of long range space flight
                             and you are the only one who can
                             fly it without risking her career
                             because you no longer have one.
    
                   She hasn't moved.
    
                                       LAWSON (CONT'D)
                             Ms. Danvers, I haven't much time. I
                             am giving you a chance to fly. And
                             it might be the last one you'll
                             ever get.
    
                   Carol holds her drink in front of her.
    
                                       CAROL
                             Alright. I'm in. But you gotta tell
                             me one thing.
    
                   With a swig she gulps down the whole glass, flame and all.
                   Then she sets it upside down on the bar.
    
                   She spins on her stool and we finally see her face. Her eyes
                   glare up at his.
    
                                       CAROL (CONT'D)
                             What's your real name?
    
                   END POST-CREDITS SCENE
    
    
    
                   EXT. EDGE OF EARTH'S ATMOSPHERE - DAY
    
                   The soft curve of the Earth, shrouded in a blue haze. The
                   outline of the North American continent is barely visible.
                   The rising sun casts a glow over the planet.
    
                                       CAROL (V.O.)
                             I do this thing, sometimes... 
    
                   CAROL DANVERS rises up into view then hovers in mid air. Her
                   blonde hair floats around her, framing her face. She wears a
                   t-shirt, jeans, and a bomber jacket.
    
                                       CAROL (V.O.)
                             I fly up, as fast as I can, all the
                             way to the upper atmosphere. 
    
                   Sunlight drifts through her hair and she spins around,
                   staring out into space.
    
    
    
                   INT. THERAPIST'S OFFICE - DAY
    
                   Carol sits uncomfortably on a sofa, her eyes unfocused,
                   remembering. She wears the same outfit.
    
                                       CAROL
                             It's incredible, touching the edge
                             of space. 
    
    
    
                   EXT. EDGE OF EARTH'S ATMOSPHERE - DAY
    
                                       CAROL (V.O.)
                             My higher body temperature helps,
                             so I don't worry about freezing.
    
                   Carol glides gently, peacefully over the Earth. The only
                   sound is her soft and steady HEARTBEAT.
    
                                       CAROL (V.O.)
                             It's the lack of oxygen that gets
                             me. I try to stay up as long as
                             possible, watching the sun, the
                             stars... 
    
                   The blue planet is reflected in Carol's eyes. Her heartbeat
                   slows.
    
                                       CAROL (V.O.)
                             ...until I pass out. 
    
                   One last HEARTBEAT. Her eyes close. Head leans back.
    
                                       CAROL (V.O.)
                             Then I free fall, faster and
                             faster...
    
                   She plummets like a meteorite. The Earth grows larger behind
                   her. Air rushes through her hair.
    
    
    
                   INT. THERAPIST'S OFFICE - DAY
    
                                       CAROL
                             ...until the friction from air
                             hitting my body creates enough heat
                             to --
    
                   She SNAPS her fingers.
    
    
    
                   EXT. THE EDGE OF EARTH'S ATMOSPHERE - DAY
    
                                       CAROL (V.O.)
                             -- kick start my heart.
    
                   Carol's eyes FLING open and she GASPS for air. 
    
                   Her body JOLTS up and she's in control again, flying in a
                   graceful spiral toward home.
    
                                       THERAPIST (V.O.)
                             Do you really think that's safe,
                             Carol?
    
    
    
                   INT. THERAPIST'S OFFICE
    
                   Carol's smile disappears as she's snapped back to reality.
    
                                       CAROL
                             Oh, no, it's absolutely not safe
                             but I can't help it. Maybe it's the
                             view or the challenge of flying up
                             there or...
    
                                       THERAPIST (O.S.)
                             This sounds very similar to some of
                             your previous behavior. With
                             drinking --
    
                                       CAROL
                             No, it's not like that at all!
                             Afterward I feel so much more...
                             energized. And powerful. I feel
                             more like myself.
    
                                       THERAPIST (O.S.)
                             Are you sure you're not just
                             replacing one high with another?
                             Literally?
    
                   Carol looks at her feet. Fiddles with her jacket zipper.
    
                                       THERAPIST  (O.S.) (CONT'D)
                             You've been doing so well lately. I 
                             want you to see that. Before we
                             conclude our session, how many days
                             is it now?
    
                                       CAROL
                                 (counting on fingers)
                             Um... seven hundred and twenty nine
                             days.
    
    
    
                   EXT. NEW YORK CITY STREET - THAI FOOD TRUCK - DAY
    
                   Carol stands on her toes as she leans up to the truck window.
    
                                       CAROL
                             A number twelve and a four with
                             chicken. Can you make the four
                             extra spicy? Like, really, really
                             spicy? Thanks.
    
    
    
                   INT. TRACY'S HOSPITAL ROOM - DAY
    
                   TRACY, mid 50s and bald from chemotherapy, sits up in bed
                   while Carol unloads plastic food containers onto a small
                   table next to her.
    
                   She pulls up a chair and sits.
    
                                       TRACY
                             I don't know what's worse: cancer
                             or the crap they call food in this
                             joint.
    
                   Carol unwraps chopsticks and pops the lid of a cup of
                   sriracha sauce. 
    
                                       CAROL
                             I'm voting number one on that one.
    
                   Tracy dumps the whole cup onto her lunch and stirs it with
                   chopsticks.
    
                   Both women dig into their food.
    
                                       TRACY
                             The chemo ain't helping either. I
                             can barely taste anything. If you
                             blindfolded me and spoonfed me I
                             couldn't tell if I was eating cake
                             or dog shit.
    
                   Carol almost chokes on her noodles.
    
                                       TRACY (CONT'D)
                             But this -- this is pretty damn
                             good. Thanks, girlie.
    
                                       CAROL
                             I actually can't stay long. I have
                             to run home real quick before I'm
                             back at SHIELD.
    
                                       TRACY
                             Pfft, stay awhile. SHIELD can wait.
    
                                       CAROL
                             No, they can't. And I'm trying to
                             be good now, remember? I've got a
                             lot to make up for...
    
                   Carol steals a piece of chicken off Tracy's plate.
    
                                       TRACY
                             Can't fault ya for that. Being a
                             decent human being ain't easy. I
                             should know, I've been trying for
                             56 years and failing for all of
                             'em.
    
                   Tracy waves her chopsticks around while she talks.
    
                                       TRACY (CONT'D)
                             Something changed in you when you
                             went out into space two years ago.
    
                                       CAROL
                             Well, obviously.
    
                   She forms a tiny ball of FLAME in the palm of her hand.
    
                                       TRACY
                             I don't mean shooting fireballs
                             from your fingers, I mean you.
                             Inside. You came back a different
                             person. Or maybe you just found
                             that old Carol that was in you all
                             this time. I missed that girl.
    
                                       CAROL
                             I missed her, too...
    
                   She snuffs the fire when she closes her fist.
    
                                       TRACY
                             You had some trouble in your life,
                             we all do, and when I heard you
                             left in that big rocket ship I
                             thought for sure I'd never see you
                             again. But then here you are today,
                             bringing me pad thai and talking
                             about therapy and AA meetings.
    
                                       CAROL
                             I couldn't come back with my...
                             abilities and fall into the same
                             old traps.
    
                                       TRACY
                             That's what I mean. You came back.
                             And not because you had -- and
                             let's call a spade a spade,
                             superpowers -- but because you
                             wanted to come back. 
    
                   Carol balls up the used napkins and empty sauce cups and
                   tosses them into the trash can by the door.
    
                                       CAROL
                             Because I thought these... powers
                             could be a way out. I wasn't useful
                             to SHIELD, to anyone, as an
                             alcoholic, but now...
    
                                       TRACY
                             Your superpowers didn't make you
                             sober. You did that on your own.
                             You were a great pilot before and
                             you still are. 
    
                                       CAROL
                             Only now I don't need the plane.
    
                   The two women share a smile.
    
                                       TRACY
                             Yeah, SHIELD sure lucked out when
                             you walked through the door. But no
                             doubt about it, you're more
                             valuable to them then they are to
                             you. You shouldn't be stuck in some
                             lab. You should be out busting up
                             bad guys!
                             But if SHIELD only wants to use you
                             as a test monkey, then I say "fuck
                             'em."
    
                                       CAROL
                             Jeez, Tracy! Why don't you say that
                             a little louder? I don't think the
                             nurses heard you down the hall.
    
                   Tracy laughs.
    
    
    
                   EXT. CAROL'S APARTMENT BUILDING - DAY
    
                   Carol, with an armload of groceries, crosses the street to
                   her apartment building where KIT (7, cute and precocious)
                   sits on the stoop, coloring.
    
                                       CAROL
                             Kit, shouldn't you be at school?
    
                                       KIT
                             It's a holiday. Look, I drew you!
    
                   She hands Carol a crayon DRAWING of the two of them flying
                   through the sky.
    
                   At the bottom in scribbled letters: KERINAL MARVEL. Carol
                   squints at the words.
    
                                       CAROL
                             I like it. But what does this say?
    
                                       KIT
                                 (mispronounced)
                             Colonel Marvel! 
    
                                       CAROL
                             That's not how you spell Colonel --
                             you know what? Just put Captain.
                             You can spell that, right?
    
                   She hands Kit back the paper.
    
                                       KIT
                             Like Captain America?
    
                                       CAROL
                             Exactly.
    
                   Kit crosses out "Kerinal" and writes "Captain."
    
                                       KIT
                             But you're way better.
    
                   Carol approves.
    
                   Kit's Mom, MARINA (30s), opens the door and steps out.
    
                                       MARINA
                             Oh, hi, Carol.
    
                                       KIT
                             No, mom, it's Captain Marvel!
    
                                       MARINA
                             Sure thing, Lieutenant Trouble.
    
                                       CAROL
                             Marina, I wish you would have told
                             me. I could have taken the day off
                             to babysit.
    
                                       MARINA
                             It's fine. I took a sick day.
    
                   Kit jumps up and tugs on Carol's jacket.
    
                                       KIT
                             Oooh, can you let me fly? Please,
                             please!
    
                   Carol looks down at her, uncomfortably.
    
                                       CAROL
                             Sorry, Kit, but I don't think
                             that's the best idea.
    
                   Marina nods in agreement. Kit frowns and crosses her arms.
    
                   Carol passes Marina to enter the building.
    
    
    
                   INT. CAROL AND JESS' APARTMENT - DAY
    
                   Carol shuts the door behind her with her foot.
    
                   Their apartment looks well lived in. Lots of thrift store
                   furniture, old movie posters, clutter. An orange CAT sleeps
                   atop one of the many piles of unfolded laundry. 
    
                   She heads straight to the kitchen, passing her roommate,
                   JESSICA DREW, asleep, face down on the couch.
    
                                       CAROL
                             Jessica, wake up! It's --
                                 (looks at her watch)
                             -- almost one. Damn...
    
                   She unloads groceries onto the countertop.
    
                   Jess yawns, stretches, and sits up. Her long brown hair
                   resembles a bird's nest on her head. She runs a hand through
                   it, brushing it away from her eyes. 
    
                                       JESS
                             It's five o'clock somewhere. Five
                             A.M. maybe...
    
                                       CAROL
                             Isn't that my shirt?
    
                   Jess looks down at her black t-shirt with a big yellow
                   lightning bolt across the front.
    
                                       JESS
                             No? I dunno? Maybe it used to be?
    
                                       CAROL
                             Well, I know it's not yours.
    
                   Jess shuffles over to a laundry pile that's drowning a nearby
                   recliner. The cat jumps off and hides under the couch.
    
                                       CAROL (CONT'D)
                                 (teasing)
                             I wish I didn't have anything to do
                             all day so I could sleep in as long
                             as I wanted.
    
                                       JESS
                                 (mock defensive)
                             Hey, I got stuff to do today.
    
                   Jess picks up a t-shirt. Sniffs it. Clean enough.
    
                                       CAROL
                             Like what?
    
                                       JESS
                             I have a kickboxing class and an
                             aerial pilates workshop and this
                             new weight lifting thing...
    
                   Carol heads into a back bedroom. Digs through some drawers.
    
                                       CAROL
                                 (yelling)
                             You think you could babysit Kit for
                             a few hours today? It would really
                             help out Marina. She won't say it
                             but I know she needs the money.
    
                   She slams the drawers shut and returns to the living room.
    
                   Jess now wears the new t-shirt and has moved on to another
                   laundry find: a pencil skirt. She holds it up against her
                   body.
    
                                       JESS
                                 (begrudgingly)
                             Yeah, but why can't you do it?
    
                                       CAROL
                             Can't stay. I have be in midtown
                             in, like, thirty minutes.
    
                   Carol rummages through clothes in a basket by the couch. Jess
                   hides the skirt behind her back.
    
                                       JESS
                             Wait, what day is it?
    
                                       CAROL
                             Really? You know I take half days
                             on Mondays.
    
                                       JESS
                             Oh, yeah. I forgot.
    
                   Carol flings shirts left and right. One lands on Jess' face.
    
                                       JESS (CONT'D)
                                 (muffled)
                             Uh, what are you doing?
    
                                       CAROL
                             My suit! I can't find it. Crap!
    
                   Carol runs to the kitchen and swings open a folding door.
                   Inside even more clothes hang out of the washing machine.
    
                                       CAROL(CONT'D)
                             Jess, you can't put this in the
                             washer!
    
                   Jess wads up the skirt and tosses it back on the pile.
    
                   Carol pulls out a blue JUMPSUIT. The fabric shines a bit in
                   the light as she brushes her hand over it.
    
                                       JESS
                             Sorry, must have snuck in there
                             with the rest of the clothes.
    
                                       CAROL
                             This suit is made with a special
                             electromagnetic conductive
                             material!
    
                                       JESS
                             You know that I speak many
                             languages but "science" isn't one
                             of them.
    
                                       CAROL
                             It's like tiny solar panels in the
                             fibers. Tony Stark invented it. Aw,
                             it's all crinkled now.
    
                   She shakes the suit out and brushes it off with her hand.
    
                                       JESS
                             OoOoOoh, Tony Stark? You ever get
                             to meet him up in that great big
                             tower, or does he just stay in the
                             penthouse?
    
                   Carol rolls up the suit and stuffs it in a duffle bag.
    
                                       CAROL
                             Gotta go. Can't be late. I think
                             these guys are finally starting to
                             trust me.
    
                                       JESS
                             Have fun with all the "pew pew!"
    
                   She makes laser sounds while doing jazz hands.
    
                   Carol just grins as she scoots past her and opens the door.
    
                                       CAROL
                             Yes, just like that. "Pew pew."
    
                   The door SLAMS behind her.
    
    
    
                   INT. SHIELD LABORATORY - DAY
    
                   A sheet of glass SHATTERS -- hit by CONCUSSIVE BURSTS of
                   ENERGY. It actually does sound a bit like "pew pew."
    
                   Carol stands at the far end of the room dressed in her
                   supersuit with wired medical monitors stuck all over her. 
    
                   A bright white ENERGY FIELD forms around her forearms and
                   hands as she throws more bursts.
    
                                       MR. SCIENTIST (O.S.)
                             Thank you, Ms. Danvers. That's
                             enough for now.
    
                   She stops and takes a deep breath. Her hands return to
                   normal.
    
                   A couple of SCIENTISTS and MARIA HILL (30s, no-nonsense style
                   about her) observe Carol from the opposite side of a long
                   glass window.
    
                   Digital readouts and charts are superimposed over the glass.
    
                                       MR. SCIENTIST (CONT'D)
                             These readings are better than last
                             time, most likely due to the fiber
                             improvement, but...
    
                                       HILL
                             But?
    
                                       MR. SCIENTIST
                             On the whole, her output is
                             consistently decreasing. We're not
                             certain why at this point, but it
                             most likely has something to do
                             with the alien DNA that's been
                             fused with her own.
    
                                       HILL
                             Could you try being more specific?
    
                   Carol startles them by TAPPING on the glass.
    
                   Hill nods and Carol enters the main lab through a side door. 
    
                   She tugs the monitors off of her head and arms.
    
                                       HILL (CONT'D)
                             How does it feel?
    
                   Carol examines her suit.
    
                                       CAROL
                             Good. The energy feels more...
                             focused. More accurate, I think?
    
                                       HILL
                             I agree. Thank you, Ms. Danvers,
                             we'll see you tomorrow.
    
                   Neither Hill nor the scientists make eye contact with her.
    
                                       CAROL
                             What's up? Something wrong?
    
                                       MR. SCIENTIST
                             No, no.
    
                                       CAROL
                             I can give it another go if you
                             want.
    
                                       MR. SCIENTIST
                             No, it's not you. We're simply
                             working out some of kinks with the
                             suit. Nothing more we can do today.
    
                   Carol looks to Hill but receives only a conciliatory smile.
    
    
    
                   INT. CAROL AND JESS' APARTMENT - DAY
    
                   Carol enters, sighs, takes off her jacket, and tosses it on a
                   laundry pile. It lands on the cat.
    
                   Jess and Kit lounge on the couch, playing a VIDEO GAME.
    
                   Carol pulls her folded suit from her duffle and sets it on
                   the table, rubbing the fabric with her fingertips.
    
                   Kit drops the controller and hops over to her.
    
                                       KIT
                             Oooh, is that your new suit? It's
                             fancy!
    
                                       CAROL
                             Sure is. What are you two up to?
    
                   Jess stands up holding her controller.
    
                                       JESS
                             I was teaching her how to play.
    
                                       KIT
                             I was winning.
    
                                       JESS
                             Uh, no you weren't.
    
                                       KIT
                             Yes, I was!
    
                                       JESS
                             That's only 'cause my controller
                             batteries kept dying.
    
                   Carol just stares down at the suit.
    
                   Annoyed, Jess chucks the controller, jumps effortlessly over
                   the back of the couch, and saunters to the table.
    
                   She snatches up the suit to take a closer look at it herself,
                   ignoring her friend's glare.
    
                                       KIT
                             Hey, can we fly now? Please!
    
                                       JESS
                                 (mimicking Kit's tone)
                             Oooh, yes, please!?
    
                                       CAROL
                             Don't encourage her.
                                 (to Kit)
                             I don't think you're mom would like
                             that.
    
                                       KIT
                             But mom's not here. Jessica is the
                             babysitter so she's in charge.
    
                   Jess puts a hand on her hip like "she has a point."
    
                   Carol looks back and forth between them.
    
                                       CAROL
                             Fine. Let's go out back. Get your
                             coat.
    
    
    
                   EXT. CAROL'S APARTMENT BUILDING - BACK PATIO - DAY
    
                   Jess, now wearing a black and red motojacket and a pair of
                   orange-tinted aviators, leans against the wall next to the
                   back door, arms crossed, watching.
    
                   Kit stands in front of Carol, facing forward, arms raised.
                   She wears a zip-up coat that's a couple sizes too big. 
    
                   Carol leans over and Kit wraps her arms around Carol's. 
    
                                       CAROL
                             Lieutenant, are you ready?
    
                                       KIT
                             Yes, Captain!!!
    
                   Carol pulls her head back to protect her ears. This little
                   girl is excited.
    
                                       CAROL
                             Ok, countdown! 3, 2, 1, lift off!
    
                   Kit looks up, a huge smile across her face -- that's soon
                   replaced by confusion. She looks back down.
    
                   Their feet float only about a foot off the concrete.
    
                   Carol spins around, swishing the girl side to side. 
    
                   Jess bursts out laughing. 
    
                   Kit is not amused.
    
                                       KIT
                             Hey, you said we could fly?
    
                                       CAROL
                             What do you think this is? This is
                             totally flying.
    
                                       JESS
                             More like "prolonged jumping."
    
                                       KIT
                             Not fair!
    
                                       JESS
                             Yeah, Captain Marvelous, not fair!
                             By the way, can I get a ride? I
                             mean a real one, not any of this
                             Las-Vegas-hovering-magician bull--
    
                                       CAROL
                                 (joking)
                             Jess! Think of the children.
    
                   Jess rolls her eyes.
    
                   Carol lowers down. Kit wriggles free and turns to face her.
    
                                       KIT
                             I know what it is. You're scared of
                             dropping me but I know you won't.
                             You're strong and you'd never let
                             me fall.
    
                   Carol bites her lip then sighs.
    
                                       CAROL
                             Ok. One flight. To the roof and
                             that's it! That's four stories so
                             you'd better be satisfied.
    
                                       KIT
                             Yes!
    
                   Kit gets back in position.
    
                                       CAROL
                             Here we go.
                                 (to Jess)
                             Meet us up there?
    
                                       JESS
                             You're not going to make me take
                             the stairs like some normal human,
                             are you?
    
                   Carol smirks and jumps in the air as Jess opens the back
                   door.
    
    
    
                   EXT. CAROL'S APARTMENT BUILDING - ROOF - DAY
    
                   Carol and Kit land atop the flat roof of the brownstone. 
    
                   Kit is ecstatic. 
    
                                       KIT
                             Again! Again!
    
                   Carol lets out a genuine laugh, like she's completely
                   forgotten the afternoon at the lab.
    
                   But they don't notice a STRANGER standing at the opposite end
                   of the roof.
    
                                       STRANGER (O.S.)
                             You are not an easy woman to find.
    
                   They both look back to see an alien woman -- oddly dressed
                   with blue skin and huge black eyes, with some sort of
                   mechanical attachment where her left hand ought to be.
    
                                       CAROL
                             Look, I don't know who you are but
                             this is a private building.
    
                                       STRANGER
                             Do you not remember me? You almost
                             killed me once. You and Mar-Vell at
                             the Psyche-Magnetron?
    
                   She steps closer. Carol moves the little girl behind her.
    
                                       CAROL
                             How do you --? Who are you?
    
                                       STRANGER
                             I am Nebula and I am not easy to
                             forget.
    
                   NEBULA searches Carol's eyes for recognition but finds none. 
    
                   Then she gasps, takes a step back, and laughs.
    
                                       NEBULA
                             I was not expecting this. I thought
                             surely after -- how long has it
                             been? Two terran years? But, no.
    
                                       CAROL
                             Lady -- Nebula -- whatever your
                             name is, I think you've made a
                             mistake. I don't know you --
    
                   Nebula holds out her left arm. It BUZZES and her hand
                   transforms into some kind of BLASTER PISTOL.
    
                                       NEBULA
                             Of course you don't. You haven't
                             met me yet.
    
                   Carol clutches Kit.
    
                   The roof door BURSTS open and Jess climbs through.
    
                                       JESS
                             This building is in serious need of
                             a lift --
    
                   She freezes.
    
                   Still aiming her literal hand gun, Nebula turns her head
                   back. Who is this?
    
                   Jess looks from Nebula to Carol. She gives Carol the tiniest
                   of nods.
    
                   Carol JUMPS up, arms squeezing the girl who SCREAMS.
    
                   Nebula FIRES a couple shots but Carol shifts sideways and
                   flies off.
    
                   Jess bolts forward and attacks.
    
                   She leaps onto the stranger and they both tumble over.
    
                   Jess lands hard on her back. 
    
                   Neb aims her blaster - PEW PEW PEW.
    
                   Jess rolls away, avoiding the shots, and jumps to her feet.
    
                   Neb gets up. Her hand BUZZES and changes into a crazy alien
                   mini-MACHETE.
    
                                       NEBULA
                             You are not the woman I came
                             halfway across the galaxy to find.
                             Step aside and I will spare your
                             life.
    
                                       JESS
                             Ha! You pulled a gun on my best
                             friend and you expect me to let
                             that slide? Maybe where you come
                             from that's some sort of friendly
                             greeting but this is New York!
                             And... actually you'd fit right in.
    
                                       NEBULA
                             Have it your way.
    
                   She rushes forward, SLASHING her knife-hand. Jess deftly
                   blocks each strike.
    
                   KICKING and PUNCHING. Boots meeting skulls. Fists smashing
                   ribs. Jess' hair whipping back and forth. 
    
                   It's like an MMA ballet with the added danger of a brutal
                   stabbing.
    
                   Jess is strong but there's no doubt Nebula is stronger. 
    
                   Jess high KICKS. Neb dodges and throws her arm out, SLICING
                   the back of Jess' calf.
    
                   She stumbles and rolls on the ground, stopping several feet
                   away from Neb who now stands close to the roof edge, wiping
                   dirt off her face.
    
                   Jess picks herself up, wincing in pain. Examines the CUT in
                   her jeans. It hurts but she'll live.
    
                   She locks eyes with Neb across the roof.
    
                   Jess begins moving, limping on her cut leg.
    
                   Faster and faster until she's in a jaunty run.
    
                   Nebula smiles and readies her stance, probably thinking that 
                   the poor girl would dive face first at her but she would be
                   wrong.
    
                   Instead, Jess LEAPS in the air. Twists around. Sends her legs
                   forward with the entire force of her body. 
    
                   Her feet SLAM into Neb's chest. Knocks the woman back over
                   the edge of the roof.
    
                   Jess drops, her face and hands hitting the gravel floor.
    
                   She crawls to the edge and peers over just enough to see
                   Nebula's legs splayed out on the concrete patio below.
    
                   She lies back down, catching her breath.
    
                                       JESS
                             I am so glad I did not skip leg
                             day!
    
    
    
                   EXT. NEW YORK CITY STREET - DAY
    
                   Carol lands on the sidewalk to the amazement of BYSTANDERS.
    
                   She kneels face to face with Kit and clutches her shoulders.
    
                                       CAROL
                             Do you know where we are?
    
                   Kit nods, almost crying.
    
                                       CAROL (CONT'D)
                             Can you get to your mom's office
                             from here?
    
                   Nods again.
    
                                       CAROL (CONT'D)
                             Then go! Run! Now!
    
                   The little girl races down the street and Carol lifts off,
                   flying back in the opposite direction.
    
    
    
                   EXT. CAROL'S APARTMENT BUILDING - ROOF - DAY
    
                   Carol lands on the roof, sliding across the gravel just as
                   Jess stands up.
    
                   She sees her friend's bloody leg.
    
                                       JESS
                             It's ok. I handled it. Yes, I saved
                             the day. You can thank me later.
    
                   She waves her hand around in the general area of the roof
                   edge.
    
                   Carol jogs to the ledge and leans over.
    
                                       CAROL
                             Uh, Jessica?
    
                   Jess hobbles to her side, over emphasizing her injury, and
                   looks down. 
    
                   Only a body shaped STAIN on the concrete. No Nebula.
    
                                       JESS
                             What the!? She was just there! I --
    
                   She punches the air.
    
                                       JESS (CONT'D)
                             And then I -- bang bang slash!
    
                   More air-fighting.
    
                   She pulls at her hair, exhausted and exasperated.
    
                                       JESS (CONT'D)
                             Ugh, where did she go!? And who the
                             hell was she?
    
                                       CAROL
                             I honestly have no idea.
    
                   Carol scans the skyline.
    
                                       CAROL (CONT'D)
                             You said you wanted a ride, right?
    
                   Jess glances down at her leg.
    
                                       JESS
                             What the hell...
    
                   She jumps on piggy back style right as Carol takes off.
    
    
    
                   EXT. NEW YORK CITY STREET - DAY
    
                   They touch down on another sidewalk.
    
                                       CAROL
                             Which one is Marina's building?
    
                   Both of them look around, frantic.
    
                                       JESS
                             Uh, oh.
    
                   She points up.
    
                   Nebula gazes down at them from atop a skyscraper.
    
                                       CAROL
                             Find Kit's mom.
    
                   Jess pulls out her phone.
    
                                       JESS
                             I'll call her.
    
                   And Carol shoots into the sky, climbing past window after
                   window.
    
                   IN THE AIR
    
                   She's about twenty stories from the top when Nebula reaches
                   behind, pulls out Kit by the hood of her un-zipped coat, and
                   DANGLES her over the edge. 
    
                                       CAROL
                             Kit!
    
                   Carol halts in mid air. The girl SCREAMS. 
    
                   Neb laughs and pretends to drop her.
    
                   Carol DIVES upward for the catch but instead Neb jumps out,
                   still holding the girl. She spreads her arms and legs as her
                   WING SUIT catches flight.  
    
                   Carol BANGS into the building, sliding down the glass windows
                   before correcting and zooming up in the sky.
    
                   From above, she spots Nebula and chases after her. 
    
                   Kit is slipping from the arms of her coat. 
    
                   Neb banks left and Kit FALLS.
    
                   Carol shifts downward and catches her, spinning. 
    
                   She overcorrects and BOUNCES off a building window. 
    
                   Kit SCREAMS but Carol's got her balance back and lands,
                   setting the kid down on the sidewalk.
    
                                       CAROL (CONT'D)
                             You ok?
    
                                       KIT
                             I don't think I like flying.
    
                   Carol hugs the girl.
    
                   SCREECH -- Jess pulls up on a motorcycle and races over to
                   them.
    
                                       JESS
                             Jesus, Carol!
    
                                       CAROL
                             Where'd you get a bike?
    
                                       JESS
                             I stole it. Oh, man, you're mom's
                             going to be so pissed!
    
                                       CAROL
                             I thought you were going to call
                             her?
    
                                       JESS
                             My phone died. What are you still
                             doing here? Go after her!
    
                   Carol looks to a sniffling Kit who just nods.
    
                   And she's off once more...
    
    
    
                   INT/EXT. CHRYSLER BUILDING SPIRE - DAY
    
                   Out of the corner of her eye, Carol catches Neb flying
                   through one of the open arched windows of the spire. She
                   follows.
    
                   Inside she lands on the grated floor, breathing heavily from
                   exertion. 
    
                                       NEBULA
                             Oh, Carol, what would Mar-vell say
                             if he could see you now, I wonder?
    
                                       CAROL
                             You're obviously not human. You're
                             not Kree. What are you? If you're
                             looking for Mar-vell, he's dead.
    
                                       NEBULA
                             I know. I didn't come here for him.
    
                                       CAROL
                             Then what do you want?
    
                                       NEBULA
                             Nothing, yet. It seems I've arrived
                             early.
    
                                       CAROL
                             Do you typically try to kill small
                             children just for kicks, then?
    
                                       NEBULA
                             I wanted to get your attention.
    
                   Neb DIVES, her wing suit spreading open, headed straight for
                   Carol.
    
                   But Carol catches her by one of her wings and FLINGS her in
                   an arc through the open window.
    
                   Neb rolls in the air until part of her suit transforms into a
                   JET PACK. She presses a button and regains control but Carol
                   is in hot pursuit.
    
                   Neb dodges energy blasts, Carol dodges bullets. They spin
                   through the sky, fighting, with the Avengers Tower in the
                   background.
    
                   Carol bolts forward and grabs Neb by one arm. The alien
                   swings around, ready to stab with her machete hand but Carol
                   snatches her other wrist. 
    
                   Carol squeezes hard - bone or metal, whatever is in Nebula's
                   arms SNAP.
    
                   But then everything grows hazy. Carol's eyelids flutter. She
                   gasps for air. Her grip loosens. Neb twists from her grasp.
    
                   When Neb looks back Carol is falling. 
    
                   Carol's eyes roll back and she drops, speeding toward the
                   street. Screams from onlookers are the last thing she hears
                   before BLACK.
    
    
    
                   INT. UNKNOWN PLANET - FLASHBACK - NIGHT
    
                   Carol's eyes jolt open.
    
                   It's dark. She's face down on some kind of rocky floor.
    
                   She struggles to pull herself up on to her knees. She coughs.
                   Rubs her temple. Her head is pounding. Or is that her
                   heartbeat?
    
                   Turning back, she sees a figure in the dirt a few feet away.
    
                   Eyes fixed on the body, she crawls toward it. Her hands
                   tingle with light but she doesn't seem to notice.
    
                   Carol slides up next to the man, holds him in her arms.
                   Checks his pulse but he's gone. 
    
                   She mutters something through her tears and buries her head
                   into his chest, rocking back and forth.
    
                   Her heartbeat speeds up. She winces, pulls her head away and
                   sees her hands glowing.
    
                   She drops the body. Scoots backward. Grips her arms.
    
                   The glow grows until it covers her entirely. Pain sears
                   through her body and she screams.
    
    
    
                   EXT. UNKNOWN PLANET - FLASHBACK - NIGHT
    
                   Two moons on the horizon of a mountainous planet surface
                   bathed in cool darkness.
    
                   A ball of white light erupts like a mushroom cloud in a
                   distant corner of the landscape.
    
                   All the while Carol's heartbeat POUNDS louder and louder.
    
    
    
                   INT. HOSPITAL ROOM - DAY
    
                   Carol wakes up, groggy, in a strange room. 
    
                   A BEEPING monitor replaces the sound of her heartbeat.
    
                   Tracy sits next to the bed, eating off a hospital tray,
                   unimpressed with the selection. An IV is attached to her arm. 
    
                                       TRACY
                             Good, you're awake. Now I have
                             someone to complain to about this
                             trash they call food.
    
                                       CAROL
                             Tracy? What are you doing here?
                             Shouldn't you be in the
                             hospital...?
    
                   Jess bursts in with an obnoxious number of BALLOONS.
    
                   She must have bought everything the store had. There's an
                   "It's a boy!" next to one that says "You're 40!" She even has
                   a Captain America themed birthday balloon.
    
                   Jess lets go of all of them as soon as she sees Carol awake.
                   They clutter the ceiling.
    
                                       CAROL (CONT'D)
                             What happened?
    
                                       JESS
                             You fell!
    
                   She rushes to the other side of the bed, grasping her
                   friend's hand.
    
                                       CAROL
                             No, no. I don't fall, I fly.
    
                                       TRACY
                             You fell like an a-bomb on a
                             Pacific island. PWOOSH!
    
                   DR. NAYAR (50s) enters, reading from a tablet.
    
                                       DR. NAYAR
                             I don't know what the world is
                             coming to. Aliens. Flying men in
                             suits. Now this. No one but you
                             could have survived that fall. And
                             your temperature is dangerously
                             high but you aren't exhibiting
                             symptoms of a fever.
    
                                       CAROL
                             Yes, I know. That's normal.
    
                   Dr. Nayar looks her up and down.
    
                                       DR. NAYAR
                             I see. Ms. Danvers, can I speak
                             with you alone?
    
                   Jess and Tracy start to get up.
    
                                       CAROL
                             No, they can stay.
    
                   They sit back down. Jess squeezes Carol's hand a little too
                   tight.
    
                                       DR. NAYAR
                             As you already know, you're a
                             unique case. In order to treat you
                             I need to know how you acquired
                             your... unusual characteristics.
    
                                       CAROL
                             I, uh, well, there was this guy...
    
                                       TRACY
                             Figures.
    
                                       JESS
                             Tracy!
    
                                       CAROL
                             Turns out he was an alien. And we
                             went to another planet. And then he
                             died and I kind of... absorbed his
                             DNA.
    
                   Silence for a beat then Tracy bursts into laughter. Jess
                   gives her a look and she settles down.
    
                                       DR. NAYAR
                             Ok, then. Well, I'm afraid I have
                             to tell you that you're losing your
                             powers.
    
                                       CAROL
                             What!?
    
                                       DR. NAYAR
                             We did brain scans. Which, I must
                             say, was difficult as it seems your
                             body has a tendency to absorb and
                             emit electro-magnetic radiation.
                             But looking at these results, it's
                             unlike anything I've ever seen. 
    
                   The doctor shows her some IMAGES on her tablet. She points to
                   one picture.
    
                                       DR. NAYAR (CONT'D)
                             Ms. Danvers, you've got a third
                             lobe, which I assume came from your
                             alien friend. I believe it is the
                             source of your abilities. Trouble
                             is, that lobe is failing. And the
                             more you use your powers the worse
                             it gets. Eventually all these
                             neurons here will... dissolve or
                             burn out.
    
                   The voices fade into the background as Carol leans back,
                   dumbfounded.
    
                                       JESS
                             Could it kill her?
    
                                       DOCTOR
                             That I can't say. But for now I
                             recommend you refrain from using
                             your powers. No flying, no heavy
                             lifting.
    
    
    
                   INT. SHIELD LABORATORY - DAY
    
                   Carol and Maria Hill in the corner of the lab.
    
                                       CAROL
                             What do you mean "you've known"?
                             For how long? And you never thought
                             to tell me?
    
                   SCIENTISTS shuffle around behind them. Hill tries to be
                   discrete.
    
                                       HILL
                             Test results showed a steady
                             decline. We developed the suit to
                             help advance your conductive
                             abilities, but at this point, with
                             no other Kree life form to study,
                             we're at a loss.
    
                                       CAROL
                             Ok, let's go find ourselves another
                             Kree person!
    
                                       HILL
                             Carol...
    
                   She starts to walk away but Carol blocks her path.
    
                                       CAROL
                             I've been out there before. I have
                             contacts. You know I can pilot--
    
                                       HILL
                             Danvers, do you need me to remind
                             you that you were discharged from
                             the Air Force because you couldn't
                             control yourself? And soon
                             afterward you hijacked a multi
                             billion dollar top secret air craft
                             and smuggled a fugitive alien into
                             interstellar space! Do you think
                             SHIELD would just let you romp
                             through the galaxy because your
                             candle went out?
    
                   Hill looks her dead in the eye. Carol doesn't budge.
    
                                       CAROL
                             I know what I've done, and ever
                             since I came back I've been doing
                             exactly what SHIELD says. Being
                             your lab rat. Testing combat
                             systems. I had hoped that I would
                             be valuable enough to your weapons
                             division that you'd at least
                             consider it worth the investment.
                             Which is why I am asking you,
                             politely, please.
    
    
    
                   INT. CAROL AND JESS' APARTMENT - DAY
    
                   Shut out. Carol's back at home, lounging in the recliner,
                   staring off into space. The orange cat sleeps in her lap.
                   Jess sits cross-legged on the couch, eating ramen. 
    
                                       JESS
                             It's been three weeks. I don't
                             think Nebula's coming back.
    
                                       CAROL
                             That's because she's hiding. I know
                             it. Something she said -- "You
                             haven't met me yet." But like she
                             was surprised. What did she mean?
    
                   Jess puts down the bowl and slides closer to her.
    
                                       JESS
                             Maybe you ought to let the Avengers
                             handle this one.
    
                                       CAROL
                             This is so far beyond even the
                             Avengers.
                                 (a beat)
                             I have to go back.
    
                                       JESS
                             ...to the hospital?
    
                                       CAROL
                             No... I know I never told you what
                             happened. I'm sorry --
    
                                       JESS
                             It's ok, Carol. I understand if you
                             don't want to talk about it --
    
                                       CAROL
                             His name was Mar-vell. He was an
                             alien. Said he needed a ride home.
                             There's only one ship on Earth
                             capable of long distance space
                             travel and only five pilots who
                             could fly it.
    
                                       JESS
                             And you were one of them.
    
                                       CAROL
                             Yeah, until I got fired... When he
                             found me, I was in a bad place. I
                             didn't have anything here worth
                             staying for, why say no?
    
                   Having had enough, the cat jumps down from Carol's lap.
    
                                       JESS
                             Then you came back with
                             superpowers.
    
                   Carol sparks a small ball of light in the palm of her hand.
    
                                       CAROL
                             This is the only reason I'm not in
                             a hole in the ground. People don't
                             get second chances in life. But I
                             did and I can't screw it up, Jess.
    
                                       JESS
                             But are sparkle fists really worth
                             losing your life for?
    
                                       CAROL
                             This is my life now. If I'm going
                             to keep my powers I need to find
                             out what's wrong with me. I can't
                             do that here and I can't wait
                             around for that crazy blue chick to
                             turn up again. Even if she did, I
                             can't fight her now.
    
                   Carol's fingers tighten into a fist, snuffing the flame.
    
                                       CAROL (CONT'D)
                             Jessica Drew, you're my best
                             friend. I need your help.
    
                                       JESS
                             What do you want me to do?
    
                   Carol stands up.
    
                                       CAROL
                             If you choose to do this, I'll
                             never be able to repay you.
    
                                       JESS
                             Just tell me when and where.
    
                                       CAROL
                             What I'm asking you will be
                             dangerous and if we mess up you
                             will be in a world of trouble --
    
                   She steps closer to Jess.
    
                                       JESS
                             Sign me up.
    
                                       CAROL
                             -- and I won't be here to help you
                             out of it. But I can't do it alone.
    
                                       JESS
                             Yes, we got this.
    
                   Her face is all seriousness.
    
                                       CAROL
                             You and I are going to steal --
    
                                       JESS
                             -- the Declaration of
                             Independence!?
    
                                       CAROL
                             What? No! 
    
                                       JESS
                             Oh, sorry. I got a little over
                             excited there...
    
                                       CAROL
                             But we are going to steal a super
                             secret military space ship.
    
                   Jess sits frozen for a beat.
    
                                       JESS
                             Yeah, that's pretty cool, too, I
                             guess.
    
                                       CAROL
                             Are you sure you want to do this?
    
                                       JESS
                             What kind of best friend would I be
                             if I bailed on you now?
    
                                       CAROL
                             I've got a idea but we need to
                             gather some supplies first.
    
    
    
                   INT. CAROL AND JESS' APARTMENT - NIGHT
    
                   A classic pre-heist MONTAGE of shots, INTERCUT while Carol
                   explains the plan:
    
                   - Jess and Carol test out tiny ear-piece communicators.
    
                   - Jess sits on the couch, studying maps and taking notes. The
                   cat jumps up and walks all over her papers.
    
                   - Carol puts on her bomber jacket. Folds up her special suit
                   and tucks it in a drawer.
    
                   - Jess digs through piles of clothes to find an outfit.
    
    
    
                   INT. CAROL AND JESS' APARTMENT - DAY
    
                   Carol covers the table with maps of New Mexico, drawings of a
                   building interior, and sketches of a rocket ship.
    
                   Jess leans over.
    
                                       CAROL
                             The Foster Defense Program does
                             full systems launch tests once
                             every four months. This is our
                             chance.
    
                   She shows Jess some blueprints.
    
                                       JESS
                             How are you going to get on board?
    
                                       CAROL
                             I've got that figured out. What you
                             need to do is disable the computer
                             systems to prevent mission control
                             from remotely locking down the
                             ship. Once I'm airborne I should be
                             in the clear and you'll --
    
                                       JESS
                             -- get to the extraction point and
                             bounce.
    
                                       CAROL
                             Right. But the hardest part is how
                             to get you into the building in the
                             first place.
    
                                       JESS
                             Actually, I have a plan for that.
                             Trust me. You worry about packing.
    
    
    
                   EXT. CAROL'S APARTMENT BUILDING - DAY
    
                   Jess sits on the stoop, hugging her knees, phone to her ear.
    
                                       JESS
                             Dad, it's me.
    
                                       JESS' FATHER (V.O.)
                             Jessica, it's been a long time.
    
                                       JESS
                             Yeah, I know. I need you to do
                             something for me. It's important.
    
                                       JESS' FATHER (V.O.)
                             Of course, maybe we could meet.
                             Talk face to face?
    
                                       JESS
                             Look, Dad, if you help me out then,
                             I'll come visit. I promise. But I
                             have to do this first.
    
                                       JESS' FATHER (V.O.)
                             Ok, sweetheart, what do you need?
    
    
    
                   INT. CAROL'S APARTMENT BUILDING - BEDROOM - DAY
    
                   Carol reaches under the bed and pulls out a dust-covered
                   storage BOX. She pops the lid.
    
                   Inside are stacks of old CDs. She flips through them. In the
                   back is a portable CD PLAYER which hasn't been used in years.
    
                   She takes the CD player, wraps it with a set of old
                   headphones and stuffs it in her duffle bag along with a
                   handful of CDs.
    
    
    
                   INT. CAROL AND JESS' APARTMENT - DAY
    
                   Going over the maps at the table.
    
                                       JESS
                             Last time you did this, you weren't
                             exactly on good terms with these
                             guys. How did you manage to sneak
                             in and disable all the computers?
    
                                       CAROL
                             I didn't. He did.
    
                   Carol sets down a thumb drive on the table.
    
                                       CAROL (CONT'D)
                             Mar-vell worked for the Program.
                             Had a fake name and everything. He
                             practically wrote their entire
                             launch code. And he wrote this.
    
                   Jess picks up the drive.
    
                                       CAROL (CONT'D)
                             A virus that disables communication
                             systems but only for a short time.
                             Then it deletes itself. Like it was
                             never there. Untraceable.
    
                                       JESS
                             So, it should still work, then?
    
                                       CAROL
                             That's what I'm counting on.
    
                   END MONTAGE
    
    
    
                   EXT. NEW MEXICO DESERT - DAY
    
                   Jess, in a rented convertible, drives through the vast empty
                   desert toward a lone building shielded by a barbed wire
                   fence.
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - LOBBY - DAY
    
                   Jess enters the lobby escorted by a SECURITY GUARD. She's
                   greeted by JIM, an awkward science dude.
    
                                       JIM
                             Good afternoon, Ms. Drew. I'm
                             sorry, but we were expecting your
                             father, Professor Drew.
    
                                       JESS
                             Yeah, my dad's like 65. He's got
                             gout. Doesn't like to fly anymore.
                             So he sent me instead. Is this
                             where I sign in?
    
                                       JIM
                             Um, you see, at the moment, we
                             don't have security clearance for
                             you, just your father.
    
                                       JESS
                             For real? I drove 6 hours from
                             Phoenix for this tour! And it's not
                             like I don't already know about the
                             place.
    
                   She folds her arms, taps her foot. 
    
                   He gives in. Jim waves her toward the security checkpoint and
                   pulls out his phone.
    
                                       JIM
                             Give me just a minute.
    
                   She smiles and skips over to a STOIC SECURITY GUARD standing
                   by a metal detector.
    
                   Jess passes through the detector with her bag. It BEEPS.
    
                   She hands the bag to the guard who takes it to a nearby
                   table.
    
                                       JIM (CONT'D)
                                 (into the phone)
                             ...Yes, ma'am, I am aware of
                             protocol. No, I wouldn't think
                             so...
    
                   With gloved fingers, the guard unloads everything from the
                   bag one by one onto the table: keys, gum, wallet, notebook,
                   pen, lip gloss, cell phone...
    
                                       STOIC SECURITY GUARD
                             You'll have to leave this here. You
                             can retrieve it on your way out.
    
                   Jess nods. 
    
                   He opens the bag wide and looks inside.
    
                   The bottom of the bag is completely covered by a thick layer
                   of wrapped TAMPONS.
    
                   Jess gives him a "whatcha gonna do about it?" look.
    
                   The guard merely nods and hands her the bag. Jess loads her
                   items back inside, minus the phone.
    
                   Jim ends his call.
    
                                       JIM
                             Ok, Ms. Drew. If you'll follow me
                             I'll be happy to show you the
                             extent of our facilities.
    
                                       JESS
                             Perfect. Hey, do you got a restroom
                             around here? Six hours in a car,
                             you know.
    
                                       JIM
                             Yes, yes, this way.
    
                   INT. FOSTER DEFENSE PROGRAM - BATHROOM - DAY
    
                   We hear the RUSTLE of plastic behind a closed stall door.
    
                   A few tampons fall to the floor next to Jess' feet.
    
                   She stands inside the stall, digging through the wrappers for
                   something.
    
                   She finds it -- a tiny ear-piece, the size of a pinky nail.
                   She stuffs it in her ear.
    
                                       JESS
                             Carol, you read me?
    
    
    
                   EXT. NEW MEXICO DESERT - DAY
    
                   Carol lies on her stomach behind a boulder, binoculars in
                   hand.
    
                                       CAROL
                             Loud and clear. I've got eyes on
                             the target.
    
                                       JESS (V.O.)
                             What's our timeline looking like?
    
                   POV of the binoculars pointed at two huge camouflaged doors
                   on the side of a mountain.
    
                                       CAROL
                             As soon as those doors start
                             opening I'll be on the move.
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - BATHROOM - DAY
    
                   Jess fumbles with her bag, pulls out a notebook and pen, zips
                   it shut.
    
                                       JESS
                             Won't they detect you?
    
                                       CAROL (V.O.)
                             Probably. That's why we've got to
                             do this fast.
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - MAIN HALLWAY - DAY
    
                   Jim finds himself struggling to keep up with Jess. She
                   strides down the hall, oblivious to the stares of EMPLOYEES
                   walking past. 
    
                                       JIM
                             The Foster Defense Program, a joint
                             project between the DOD and NASA,
                             began after the battle of New York.
                             The government realized the
                             pressing need for defensive
                             measures against alien threats
                             before they could reach Earth.
    
                   Jess pretends to take notes while examining the building
                   interior.
    
                                       JIM (CONT'D)
                             Using Chitari technology as well as
                             innovations pioneered by acclaimed
                             astrophysicist, Dr. Jane Foster --
                             hence the name, we've developed a
                             prototype rocket capable of higher
                             speeds than any other space craft
                             yet built. It maneuvers like a
                             fighter jet and is powered by a
                             small nuclear reactor, greatly
                             reducing the need for expensive
                             fuels. Oh, and it also shoots large
                             bullets.
    
                   Jess stops and Jim has to put on the breaks and spin around
                   to face her.
    
                                       JESS
                             So, have you actually sent this
                             bird into space yet?
    
                                       JIM
                             Um, well, we have performed a range
                             of experimental tests.
    
                                       JESS
                             Any of those tests happen in outer
                             space?
    
                                       JIM
                             I, um, unfortunately, I cannot
                             divulge that level of detail about
                             a highly classified piece of
                             equipment --
    
                   Jess brushes past him, continuing on. Jim skips ahead to a
                   key-card reader next to a set of glass doors.
    
                                       JESS
                             Then what are you doing today?
                             Checking the windshield wipers?
    
                   He fumbles with his card but manages to slip it though. The
                   reader's light turns green.
    
                                       JIM
                             Ah, no, we'll be doing a launch
                             test. Everything leading up to an
                             actual launch.
    
                                       JESS
                             Oh, that's disappointing.
    
                   The doors open just in time as Jess parades through, not
                   slowing down until she arrives in:
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - TACTICAL CENTER - DAY
    
                   Jess pauses, impressed. They're situated inside a mountain. A
                   long row of windows on the far end of the room look out on
                   the desert. 
    
                   About half a mile beyond is another mountain with the camo
                   doors facing them.
    
                   The whole room buzzes with computers and busy ENGINEERS.
    
                   Jim escorts her further into the room.
    
                                       JIM
                             This is our Tactical Center where
                             we oversee the launch and
                             communication with the craft.
    
                   To their left a YOUNG SCIENTIST sits in front of a screen.
    
                                       YOUNG SCIENTIST
                             Begin gate retraction.
    
                   Jess and Jim look to the window where the giant mountainside
                   doors begin slowly sliding opening.
    
                   Jess focuses on the gates rather than Jim's speech.
    
                                       JIM
                             This is the first step toward
                             launch. If needed, we can be
                             airborne in 45 seconds.
    
                   Outside, a tiny spec, what could be a bird, zips across the
                   horizon.
    
                                       YOUNG SCIENTIST
                             Sir, I just got a strong heat
                             signature from the field?
    
                                       JIM
                             What is it?
    
                   He leans over the scientist's shoulder. Jess sees the spec
                   slip through the opening of the gates.
    
                                       YOUNG SCIENTIST
                             I don't know, sir. It was just
                             here.
    
                                       JIM
                             I don't see anything. Keep
                             checking.
    
                   Jess taps him on the shoulder and he jumps up, turning from
                   the screen to face her.
    
                                       JESS
                             So, who flies this thing?
    
                                       JIM
                             Oh, we rely on the talents of a
                             small number of specially trained
                             Air Force fighter pilots.
    
    
    
                   INT. LAUNCH BAY - DAY
    
                   Carol, with her duffle bag over her shoulder, lands on the
                   metal scaffolding that surrounds the huge ROCKET SHIP hidden
                   within the mountain.
    
                   Warning lights FLASH. A wall sign behind her reads "No
                   unauthorized personnel allowed during launch."
    
                   The scaffolding begins retracting. Carol spots a HATCH DOOR
                   on the side of the ship.
    
    
    
                   INT. FOSTER ROCKET SHIP - DAY
    
                   DAVE, the pilot, sits strapped in at the helm. He wears a
                   space suit and a headset with a microphone.
    
                   His chair faces straight up at the nose of the ship. There's
                   an empty seat next to him.
    
                   He checks some dials and taps buttons.
    
                                       DAVE
                             Air pressure steady. Wait, I've got
                             a... a hatch open? How did that --
    
                   Carol pops up next to him, hovering in mid air. She grabs his
                   headset and yanks it off.
    
                                       DAVE (CONT'D)
                             God, Carol, not again!
    
                                       CAROL
                             I'm sorry, Dave, I really am.
    
                   She moves to unbuckle his restraints. Only now does he
                   realize she's flying.
    
                                       DAVE
                             What the hell!?
    
                   Dave flails around trying to fight her off but he falls out
                   of the chair. He SLAMS into the wall below him.
    
                                       CAROL
                             Oh, shit. I'm so sorry!
    
                   She flies down to him.
    
                                       DAVE
                             No, you're not!
    
                   She picks him up by the back of his suit and carries him to
                   the open hatch door.
    
    
    
                   INT. LAUNCH BAY - DAY
    
                   They both look out and down. Dave SCREAMS. Carol gets ready
                   to toss the man across the gap to the retracting scaffolding.
    
                                       DAVE
                             Whoa, whoa, whoa! Carrooollll!
    
                   Dave flies and lands with a THUD on the metal. He drags
                   himself to his feet but Carol is already closing the hatch.
    
                                       DAVE (CONT'D)
                             Carol, what are you doing? Open the
                             door!
    
                                       CAROL
                             I'm sorry, Dave. I'm afraid I can't
                             do that.
    
                   She shuts the door behind her.
    
    
    
                   INT. FOSTER ROCKET SHIP - DAY
    
                   Carol flies back up to the chairs. Straps her duffle into one
                   seat. Buckles herself into the other. She fiddles with her
                   earpiece. It crackles and SQUEAKS.
    
                                       CAROL
                             Jess, you there?
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - TACTICAL CENTER
    
                   Jess' ear-piece squeaks but luckily neither Jim nor the
                   scientists notice. They're too busy watching the screens.
    
                   Through the window Jess sees the nose of the rockets rise out
                   through the side of the mountain.
    
                                       JESS
                             Uh, yeah, yeah, what's the next
                             step in the launch order?
    
                   Jim turns back around.
    
                                       JIM
                             I'm sorry, what did you say?
    
                                       JESS
                             I was wondering when --
    
                                       YOUNG SCIENTIST
                             Sir, there must be some
                             communications malfunction. We've
                             lost contact with the pilot.
    
                   Jim whips his head back to the screen, distracted again.
    
                                       CAROL (V.O.)
                             Ok, Jess, it's go time. You need to
                             get to the server room to disrupt
                             the comms.
    
                   Jess frowns, wondering how to handle Jim and his science
                   buddy.
    
                                       JESS
                             Um, do you mind if I visit the
                             ladies room again? Gosh, I knew
                             getting that 72 oz slurpee was a
                             bad idea.
    
                   Jim ignores her so she pick-pockets his key-card...
    
                                       JESS (CONT'D)
                             I'll take that as a "yes."
    
                   ...and side steps away and out of the room.
    
    
    
                   INT. FOSTER ROCKET SHIP - DAY
    
                   Carol checks some monitors. One flashes "One minute to
                   launch."
    
                                       CAROL
                             You remember the maps?
    
                                       JESS (V.O.)
                             Yep, I think I got it, right here.
                             Ooh, wait, guards by the door. Let
                             me handle this.
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - SIDE HALLWAY - DAY
    
                   Jess pauses behind a corner, looks around, spots a bathroom
                   sign down the hall then runs full sprint toward the two
                   GUARDS.
    
                                       JESS
                             Oh, God, it's a rat! There's a
                             gigantic rat in the bathroom, ew ew
                             ew!
    
                                       CONFUSED GUARD
                             Ma'am, calm down, you saw a rat?
    
                                       JESS
                                 (fake crying)
                             Ye-es, it was so big, and it's got
                             a long tail and it's full of 
                             plague!
    
                                       ANNOYED GUARD
                             It'll be alright, ma'am. We'll
                             handle it.
    
                   The two guards head around the corner. 
    
                   Jess drops the act and swipes the key-card in the reader by
                   the door.
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - SERVER ROOM - DAY
    
                   She slips into a darkened room filled with tall black server
                   stacks in plexiglass cases. All blinking lights and whirring
                   fans.
    
                                       JESS
                                 (whispering)
                             I'm in but this place is huge.
    
                                       CAROL (V.O.)
                             There should be a big desk at the
                             far end of the room.
    
                   The earpiece SQUEAKS and Jess covers her ear.
    
                   She snakes through the mainframes and spots the desk
                   surrounded by large monitors. 
    
                   A CHUBBY I.T. GUY lounges in his swivel chair, munching on
                   some chips.
    
                   Jess looks over at a wall, then up to the ceiling. 
    
                   She unties her shoe laces.
    
                   AT THE DESK
    
                   The silhouette of I.T. guy's head in front of the monitors. 
    
                   He hears a THUD. Turns his head. Puts down his chips. Leaves
                   the desk to investigate. 
    
                   The view stays fixed on the monitors as Jess silently drops
                   into frame from above.
    
                   She sets one shoe on the desk and hunts for an input on the
                   computer.
    
                                       JESS
                             Jackpot.
    
                   ON THE OTHER SIDE OF THE ROOM
    
                   I.T. guy finds a lone sneaker on the ground next to a server
                   stack. Picks it up. Pulls a walkie-talkie from his belt.
    
                   BACK AT THE DESK
    
                   Jess jams the drive into the slot and immediately the
                   monitors change color. A flood of code covers the screens.
    
                   She touches her ear.
    
                                       JESS (CONT'D)
                             You are good to go. I think. I
                             mean, I have no idea what I just
                             did.
    
    
    
                   INT. FOSTER ROCKET SHIP - DAY
    
                   The ship is only halfway lifted out of the bay but the doors
                   are nearly full retracted.
    
                                       CAROL
                             Only one way to find out.
    
    
    
                   INT. LAUNCH BAY - DAY
    
                   The engines fire up and a burst of flame spits out of the
                   bottom of the ship.
    
                                       CAROL (V.O.)
                             You did it! Yes!
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - SERVER ROOM - DAY
    
                   Alarms BLARE and Jess hears several GUARDS burst through the
                   doors with flashlights and guns. She pockets the thumb drive.
    
                                       JESS
                             Ok, Carol. Make this quick 'cause I
                             gotta bounce. They're on to us.
    
                                       CAROL (V.O.)
                             Just go. I got it from here.
    
                   Jess bolts out of frame then leans back to grab her shoe.
    
                   VIEW FROM ABOVE
    
                   Several armed security GUARDS search the room, encircling
                   server stacks.
    
                   INT. MISSION CONTROL - DAY
    
                   ALARMS sound through the whole building.
    
                                       JIM
                             What the hell is going on!?
    
                                       YOUNG SCIENTIST
                             We - we've lost complete control of
                             the ship.
    
                   He looks around. Jess is gone. He can't deny the truth of it
                   now. So, naturally, he completely freaks out.
    
                                       JIM
                             Oh, no, she's here! Ok guys, this
                             is it! This is what we prepared
                             for!
    
                   He rushes around the room, only making everyone more nervous.
    
                                       YOUNG SCIENTIST
                             Uh, sir, what do you want us to do?
    
                                       JIM
                             Code red! This is a Code Red,
                             everybody! Someone override those
                             doors!
    
                   He sprints out of the room.
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - MAIN HALLWAY
    
                   Waving his arms like a mad man, he makes it to another door
                   patrolled by two SURPRISED GUARDS.
    
                                       JIM
                                 (huffing and puffing)
                             Code Red! Code Red!
    
                   The guards stumble to open the door just in time.
    
    
    
                   INT. MANUAL OVERRIDE ROOM - DAY
    
                   Inside this small room, Jim approaches a wall of buttons and
                   switches. 
    
                   He uses both hands to pull a comically large lever.
    
    
    
                   I/E. LAUNCH BAY/SHIP - DAY
    
                   The ship is lifted only about halfway to the surface but at
                   least the doors are fully open.
    
                   But then metal CREAKS and the doors begin to close.
    
                                       CAROL (V.O.)
                             Jess, what's going on in there. The
                             gates are shutting!
    
                                       JESS (V.O.)
                                 (muffled)
                             Hold that thought.
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - SERVER ROOM - DAY
    
                   A DETERMINED GUARD searches the room, gun aimed in front of
                   him. He hears a SQUEAK, looks side to side then his head
                   angles up to
    
                   JESS
    
                   who hangs from the ceiling with her bare hands and feet
                   sticking to the rafters, her shoelace clenched between her
                   teeth.
    
                   She opens her mouth and the shoe drops, hitting the guard's
                   face. Jess follows, knocking him to the floor.
    
                   She races out of the room as the guard fires his gun. The
                   bullets spark against the plexiglass.
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - MAIN HALLWAY
    
                   Jess bursts through the door and slides between the legs of
                   an UNPREPARED GUARD.
    
                   She then zips through the hall as ALARMS sound, chased by
                   more guards.
    
                                       JESS
                             What happened, I thought that was
                             supposed to work?
    
                                       CAROL (V.O.)
                             It did. I have control of the ship
                             but not the doors. Of course, ugh,
                             they knew they couldn't fight the
                             virus so they built some kind of
                             secondary gate control.
    
                                       JESS
                             Then what do we do?
    
                                       CAROL (V.O.)
                             I'm thinking!
    
                                       JESS
                             I'm running!!
    
                   FRIGHTENED ENGINEERS jump out of the way.
    
                   Up ahead is a balcony overlooking a work area.
    
                   She's going too fast to stop now so she leaps over the
                   railing and lands feet first onto an ENGINEER'S DESK.
    
                   She rolls onto the floor, taking a computer and a flurry of
                   papers down with her.
    
                   Dazed but unhurt, Jess collects herself and continues on,
                   weaving through desks and shocked WORKERS. 
    
                   The guards all stop at the upper railing looking for the
                   nearest stairwell.
    
    
    
                   INT. FOSTER ROCKET SHIP - DAY
    
                   Carol's panicked, jabbing at buttons on the controls.
    
                                       CAROL
                             Ok, plan B. Can you find the stairs
                             to the basement level? There's a
                             tunnel connecting the main building
                             to the Launch Bay where all the
                             electrical lines run through. Maybe
                             you could figure out some way to
                             sever the lines? Safely?
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - HALLWAY - DAY
    
                   Jess races down another hall until she sees a door marked
                   "Stairs."
    
                                       JESS
                             On my way now.
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - STAIRWELL - DAY
    
                   Jess launches herself over the railings, parkouring down four
                   flights of stairs in a matter of seconds.
    
                   At the bottom she finds another door. Kicks it open.
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - TUNNEL - DAY
    
                   Tubes full of wires are latched to the walls and extend the
                   entire length of the tunnel.
    
                   All the wires are encased, how can she possibly shut down the
                   power?
    
                   FOOTSTEPS. Coming up the tunnel is a figure in a puffy white
                   suit - Dave.
    
                   He's huffing and puffing as he makes his way toward her. He
                   looks up.
    
                                       DAVE
                             Who the hell --? Don't tell me,
                             you're with Carol?
    
                                       JESS
                             I, uh --
    
                                       DAVE
                             Ugh, I hate this job.
    
                   Without a second look, he shuffles past her down the hall.
    
                   Jess watches him go, then an electrical access panel catches
                   her eye.
    
                   She swings open the panel door. It ECHOES when it bangs
                   against the tubes on the wall.
    
                                       CAROL (V.O.)
                             Jess, can you give me an update?
    
                   Inside are hundreds of colored wires, fiber optic cables, and
                   a whole mess of switches.
    
                                       JESS
                             Yeah, no worries. Just gimme a
                             second.
    
                   Jess looks from left to right. No one is in the hall -- yet.
    
                                       JESS (CONT'D)
                                 (mumbling to herself)
                             "Cut the red wire, no the green,
                             not the blue!" Whatever.
    
                   She takes a determined breath and reaches out a hand.
    
    
    
                   INT. LAUNCH BAY - DAY
    
                   The lights cut out.
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - TACTICAL CENTER - DAY
    
                   And so do the computers. Only the sunlight from the windows
                   fills the room.
    
    
    
                   EXT. LAUNCH BAY - DAY
    
                   The ship's engines fire up. The lift has almost made it out
                   of the mountain and the doors have paused just wide enough
                   for the ship to fit through. It'll have to be good enough.
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - STAIRWELL -DAY
    
                   Jess fumbles up the stairs in the dark.
    
    
    
                   INT. FOSTER ROCKET SHIP - DAY
    
                   Carol flips some switches and braces for lift off.
    
                                       CAROL
                             I don't know what you did, Jess,
                             but it worked.
    
                                       JESS (V.O.)
                             Great, I'm almost back upstairs. I
                             want to get a good view.
    
                                       CAROL
                             What are you talking about? You
                             have to get out of there!
    
                                       JESS (V.O.)
                             No way, I'm not missing this.
    
                                       CAROL
                             Jess, I thought you had an
                             extraction plan?
    
                                       JESS (V.O.)
                             There never was any extraction
                             plan, Carol. What's that saying?
                             "It's easier to ask for forgiveness
                             than permission." Who said that,
                             anyway?
    
                                       CAROL
                              Grace Hopper.
    
                   Carol takes a deep breath and pulls her earpiece out.
    
    
    
                   EXT. LAUNCH BAY - DAY
    
                   The rocket ship lifts off its base.
    
    
    
                   INT. FOSTER DEFENSE PROGRAM - DAY
    
                   Jess makes it to a window with a view of the launch bay.
    
                   Armed GUARDS rush up behind her, aiming their weapons. 
    
                   She slowly raises her hands, eyes locked on the ship as it
                   rises into the sky, amazed.
    
                                       JESS
                                 (whispering to herself)
                             Please come back.
    
    
    
                   INT. MARIA HILL'S HOUSE - DAY
    
                   Hill at her desk at home, focused on some report.
    
                   BRRRRING. Her hand reaches out and fumbles for her phone,
                   eyes on her work.
    
                                       HILL
                             Hill... What!? 
    
                   She looks up, eyes wide.
    
                                       HILL (CONT'D)
                             No, no! Don't shoot her down!
                             That's a billion dollar ship... 
                             How'd she do it this time? ...An
                             accomplice? Put it on my screen.
    
                   She holds her phone in front of her. Security camera footage
                   from the basement tunnel plays.
    
                   It shows Jess in front of the open panel. She looks back and
                   forth down the hall and holds out her hand to the wires. 
    
                   Then something strange -- an electric green light ZAPS from
                   her hand and travels down the wires. Everything goes dark.
    
    
    
                   INT. FOSTER ROCKET SHIP - SPACE
    
                   Carol breathes a sigh of relief as the ship leaves Earth's
                   atmosphere. She inputs coordinates into the control panel.
    
                   She wrangles her floating hair into a bun and gazes out the
                   window on her home planet. 
    
                   A smile crosses her face. She talks as if someone else,
                   someone familiar, is here with her.
    
                                       CAROL
                             I'm not used to seeing this view
                             behind glass.
    
                   FLASHBACK
    
                   It's Carol, the first time she was in this ship, sitting in
                   the same spot.
    
                   Mar-vell glides up next to her and hands her a slip of paper.
    
                                       MAR-VELL
                             Here are the coordinates of the
                             wormhole. Can you get us there?
    
                   She takes the paper in one hand and stabs at buttons with her
                   other.
    
                   He notices her hands shaking. 
    
                                       CAROL
                             It's nerves.
    
                                       MAR-VELL
                             No, it isn't. It's withdrawal
                             symptoms. When was your last --
    
                                       CAROL
                             Shut it. I did what I was supposed
                             to do and I'm fine.
    
                   He buckles into the empty seat next to her.
    
                                       MAR-VELL
                             We should discuss our next course
                             of action after we arrive on Nova.
    
                                       CAROL
                             Hold on, I thought this was just a
                             taxi ride?
    
                   He doesn't look at her. After a beat.
    
                                       MAR-VELL
                             I need to find someone.
    
                                       CAROL
                             You never mentioned that. Who is
                             it?
    
                                       MAR-VELL
                             That's my business.
    
                                       CAROL
                             Nope, no way. You should have told
                             me that before. Now you want to
                             take me on some wild goose chase?
                             No, I'm dropping you off then I'm
                             out.
    
                                       MAR-VELL
                             You believe it is that simple?
                             Should I assume that after
                             delivering me you intend to return
                             immediately home where you will
                             undoubtedly be condemned for
                             treason -- do they serve Scotch in
                             your Terran prisons? -- and spend
                             the rest of your miserably short
                             life mourning your mistakes. Or
                             would you rather scramble about the
                             galaxy, chased by pirates, unable
                             to communicate with anyone you meet
                             until you die, cold and alone, when
                             you run out of fuel and find
                             yourself helplessly lost in the
                             black heart of empty space? Your
                             options are limited Ms. Danvers. I
                             suggest you stay with me.
    
                   She ignores him and stares forward.
    
                                       MAR-VELL (CONT'D)
                                 (pointing)
                             There. The wormhole. Do you see it?
    
                   They both stare out. The sphere of the wormhole bends light
                   around it. Carol is stunned.
    
    
    
                   INT. NOVA SPACE PORT POLICE STATION - DAY
    
                   PETER QUILL barges through the Quarantine Detainment Center,
                   past OFFICERS, acting like a big shot.
    
                   One OFFICER chases after him.
    
                                       QUILL
                             Absolutely unacceptable! Is this
                             how you treat guests of the Nova
                             Corps? Who do you think you are?
                             I'm going to have a major talk with
                             your boss after this!
    
                                       OFFICER
                             Yes, sir, right this way. If you
                             would please calm down, sir.
    
                   They reach a CONTAINMENT CELL sealed with an electric
                   barrier. Inside Carol sits on a bench wearing her bomber
                   jacket with her duffle bag by her feet. She smiles.
    
                   The officer rushes to turn off the barrier.
    
                                       QUILL
                             I am so sorry for all this! They're
                             sorry. He's sorry. 
                                 (looking at the officer)
                             Yeah, you are. 
                                 (back to Carol)
                             How did they treat you? Do you need
                             to eat?
    
                                       CAROL
                             Uh, no. I'm ok.
    
                   She picks up her bag and follows Quill, looking back at the
                   officer.
    
                                       CAROL (CONT'D)
                             Good luck on your exams. You're
                             going to nail it.
    
                   She gives him a thumbs up. The guard waves, smiling.
    
                                       NOVA OFFICER
                             Thanks! Take care of yourself.
    
                   Surprised by their reparte, he relaxes a bit.
    
    
    
                   EXT. NOVA SPACE PORT POLICE STATION - DAY
    
                   They pass through the doors out into the open. Carol looks
                   around, pleased to recognize some of the landmarks.
    
                                       QUILL
                             When did you get in? Did they give
                             you any trouble? I came as soon as
                             they told me.
    
                                       CAROL
                             About a day ago? Not sure how time
                             works out here. And no, it was
                             fine. Standard procedure. I do
                             remember some things. I don't
                             remember you being chummy with the
                             cops last time, though.
    
                                       QUILL
                             Well, when you save the entire
                             galaxy...
    
                                       CAROL
                             Oh, the entire galaxy, you say?
    
                                       QUILL
                             Yes, it's kind of a big place.
    
                                       CAROL
                             Not as big as your ego.
    
                   He stops walking.
    
                                       QUILL
                             You look... good?
    
                   She stops, confused. Turns around.
    
                                       QUILL (CONT'D)
                             I mean, since the last time I saw
                             you.
    
                                       CAROL
                             Thanks, but I don't know how long
                             that's going to last. Look, I
                             brought you something from home.
    
                   She digs in her duffle and pulls out the portable CD PLAYER
                   and HEADPHONES. 
    
                   He looks it over, unwrapping the wires. She grabs a stack of
                   CDs.
    
                                       CAROL (CONT'D)
                             It's a CD player. Sort of like your
                             tapes. I'll show you.
    
                   She trades him the discs for the player. Pops it open. 
    
                   Quill figures out how to open the disc case. She reaches over
                   and snatches the CD and snaps it inside the player.
    
                                       CAROL (CONT'D)
                             You stick it in here like this and
                             then press here.
    
                   He leans in to watch the player. Nothing happens.
    
                                       CAROL (CONT'D)
                             Ugh, of course. I forgot to get new
                             batteries!
    
                   She flips the thing over and unhooks the battery cover. Quill
                   opens up an accordion style paper INSERT from a case.
    
                   Carol pops out one battery, holds both ends between her
                   fingers -- ZAP. A little bit of spark from her fingertips.
                   She plugs it back in and charges the other one.
    
                                       QUILL
                             Thanks, Carol. This is cool but I
                             know you didn't come all this way
                             for some jams.
    
                   Carol presses "play" the disc starts spinning.
    
                                       CAROL
                             Phew. Uh, yeah, actually, I need a
                             favor.
    
                                       QUILL
                             What can I do ya for?
    
                   He puts the headphones up to one ear.
    
                                       CAROL
                             Peter, do you remember what
                             happened to me when you found me
                             last time?
    
                                       QUILL
                             Yeah...
    
                                       CAROL
                             I don't know how to say this so I'm
                             just gonna lay it all out there.
                             Turns out I'm losing my powers, or
                             I'm dying, or whatever. I need to
                             find out why. 
    
                                       QUILL
                             Whoa, back up. What?
    
                   He pulls the headphones away.
    
                                       CAROL
                             I need to see a doctor. A kree
                             doctor.
    
    
    
                   INT. DOCTOR'S OFFICE - DAY
    
                   Carol and Quill look completely lost.
    
                   A pink-skinned DOCTOR stands before them.
    
                                       DOCTOR PINK
                             You're not kree.
    
                   They're staring at a wall of digital charts and brain scans.
                   None of the images or words make any sense.
    
                                       CAROL
                             I know, not entirely.
    
                                       DOCTOR PINK
                             Not at all. Whoever this friend of
                             yours was, he wasn't kree, and I
                             don't recognize this part of your
                             DNA. As for your condition, perhaps
                             this man had some sort of genetic
                             illness and when your genes merged
                             with his you developed the same
                             condition. I'm afraid there's
                             nothing I can do.
    
                   Distraught, Carol puts her head in her hands.
    
                                       QUILL
                             Doc, do you mind...?
    
                   The Doctor nods and leaves the room.
    
                                       CAROL
                             He lied to me. Why? Oh, God, what
                             do I do now?
    
                   Quill thinks for a beat. Puts his hands on his hips. Paces
                   back and forth.
    
                                       QUILL
                             This might be a total long shot
                             but... I know a guy.
    
                                       CAROL
                             Is he a doctor?
    
                                       QUILL
                             No, he's... something else. 
    
                   He stops in front of her.
    
                                       QUILL (CONT'D)
                             What if you could ask Mar-Vell
                             himself what was killing him?
    
                                       CAROL
                             What are you saying?
    
                                       QUILL
                             Just come with me. Hopefully he's
                             still around.
    
    
    
                   INT. NOVA DISCOTECH - NIGHT
    
                   Bass-heavy ELECTRONICA and neon lights fill the room, crowded
                   with DANCERS of all colors.
    
                   Quill and Carol enter. He motions for her to wait for him. 
    
                   She crosses her arms and leans against a wall. A nearby ALIEN
                   looks her over. She avoids his gaze.
    
                   Quill moves further into the room, scanning patrons' faces. 
    
                   AT THE BAR 
    
                   A dark haired MAN sits hunched over. A DRINK in his right
                   hand. 
    
                   In his left, a gold locket-style PENDANT on a chain. He
                   swings it around his palm. Metal rhythmically clinks on
                   itself. We do not yet see his face.
    
                   Quill approaches the bar, about to get the BARTENDER's
                   attention --
    
                                       STRANGE MAN
                             Peter Quill.
    
                   He doesn't shout over the music, yet his voice is clearly
                   heard. 
    
                   Quill sits on the stool next to him. The man slips the
                   pendant into a pocket.
    
                                       QUILL
                             HEY, MAN. I'M GLAD I CAUGHT YOU
                             HERE!
    
                                       STRANGE MAN
                             I'm not.
    
                                       QUILL
                             RIGHT, YEAH. LISTEN, I HEARD YOU
                             MIGHT BE ABLE TO HELP ME--
    
                   The man barely lifts his hand and wipes his fingers through
                   the air. All the surrounding noise dims.
    
                                       QUILL (CONT'D)
                             -- TALK TO SOMEONE.
    
                   Quill pauses when he realizes the sound difference.
    
                   AT CAROL
    
                   Outside their little noiseless bubble, Carol waits at her
                   spot, the MUSIC pounding.
    
                   BACK AT THE BAR
    
                                       STRANGE MAN
                             I don't do those sorts of jobs.
    
                                       QUILL
                             Hear me out. See, the easy part is
                             he ain't going anywhere for awhile.
                             Hard part is, he's dead.
    
                   The man stiffens.
    
                                       STRANGE MAN
                             No, absolutely not. Whatever you
                             have heard it is lies.
                             Misinformation.
    
                                       QUILL
                             I can pay you.
    
                                       STRANGE MAN
                                 (scoffs)
                             I've no need of anything you could
                             offer me. 
    
                                       QUILL
                             How 'bout a ride?
    
                   Now he's listening.
    
                                       QUILL (CONT'D)
                             I've got a non-stop, first class
                             ticket to Earth, with your name on
                             it, buddy. By the way, what is your
                             real name?
    
                   Behind them, Carol weaves through the crowd on her way to the
                   bar.
    
                                       STRANGE MAN
                             Who is the client? You? 
    
                                       CAROL
                             No, it's me. You in or what?
    
                   The man doesn't turn to face her. 
    
                                       CAROL (CONT'D)
                             Hey, mister, I'm talking to you.
    
                   Still doesn't move.
    
                                       CAROL (CONT'D)
                             I don't have a lot of time here.
    
                   Fed up, she shoots a tiny pulse of ENERGY from her palm to
                   his drink. It bursts into FLAME. 
    
                   He sits up straight. 
    
                   We see him smile through the fire.
    
                                       STRANGE MAN
                             Oh, but my dear,
    
                   Finally, he swivels around -- 
    
                                       STRANGE MAN (CONT'D)
                             We have all the time in the world.
    
                   His face -- she's seen it before. Denial, then realization. 
    
                                       CAROL
                                 (almost a whisper)
                             Loki.
    
                   At her look, his smile falls flat.
    
                   He starts to turn back to the bar. She reaches for him but
                   he's too quick. 
    
                   He knocks over the glass, IGNITING the bar in flaming
                   alcohol, slides off his stool, and darts into the crowd.
    
                   Quill yanks Carol back from the fire.
    
                   The whole club erupts with SCREAMS. The music halts and
                   dancers flee in every direction.
    
                   Carol pulls away from Quill and searches for her target. 
    
                   Loki slips behind some aliens. She blasts BALLS OF ENERGY
                   into the air.
    
                                       CAROL (CONT'D)
                             Give it up, Loki!
    
                   Quill doesn't know what to do. He tries dousing the fire by
                   spraying it with what he thinks is water. It's not water.
    
                                       LOKI
                             I have never laid eyes on your
                             face, woman. There is no need for
                             this aggression!
    
                   His voice seems to come from all directions at once but she
                   doesn't see him.
    
                   Frightened people flee to the door.
    
                   Carol whips around and he's standing inches from her face,
                   grinning.
    
                   She PUNCHES, only hitting thin air. His image dissipates,
                   replaced by echoing laughter.
    
                                       CAROL
                             Are you or are you not Loki from
                             "assguard" or wherever? Brother of
                             Thor?
    
                                       LOKI
                             Brother is a rather subjective
                             term.
    
                   He's right behind her again. 
    
                   A FIREBALL. It smashes into the wall.
    
                                       CAROL
                             You killed a thousand people in
                             less than a week!
    
                   He pops up next to Quill, startling him.
    
                                       LOKI
                             Only one thousand? That seems a
                             little light. Are you sure that was
                             me?
    
                   She spins, firing in all directions. Quill ducks.
    
                                       QUILL
                             Watch it!
    
                   Dozens of Loki COPIES appear simultaneously. All smiling,
                   laughing, glaring at her.
    
                   Quill watches, dumbfounded, from the far side of the club.
    
                   She paces in a circle, inspecting each copy.
    
                                       CAROL
                             Six years ago you brought an alien
                             army to attack New York City.
    
                   Each "Loki" has a tinge of a glowing green AURA around him --
    
                                       CAROL (CONT'D)
                             But the Avengers fought back and
                             defeated you. 
    
                   -- until one doesn't.
    
                                       CAROL (CONT'D)
                             And now you ought to be locked up
                             on some foreign planet, which I am
                             pretty sure is not this one!
    
                   She hurls an energy blast full speed at the "real" Loki. 
    
                   It SLAMS into his stomach. Sends him sliding backwards,
                   clutching his abdomen. That one hurt.
    
                   He dips his hand into his pocket. Pulls out the pendant.
    
                   Carol marches forward.
    
                   He flicks the pendant open. Light glints off an ORANGE
                   GEMSTONE held inside.
    
                   Loki looks up. Flashes a vicious grin. Carol's almost on him
                   and -- he's gone.
    
                   Disappeared before her eyes. No copies left, either. 
    
                   Carol stops in her tracks.
    
                   The whole place is empty now, save for Carol and Quill. 
    
                   The bar fire has died down but the rest of the room looks
                   like it's been hit by mortar shells.
    
                                       CAROL (CONT'D)
                             Where is he? Where'd he go!?
    
                                       QUILL
                             Damn, Carol! What the hell was all
                             that about?
    
                   She stomps over to Quill. He backs up, hands in the air.
    
                                       CAROL
                             You knew Loki was just chillin' out
                             in space this whole time?
    
                                       QUILL
                             No! I didn't even know who he was!
                             I only met him a couple times. I
                             knew he was a little weird but --
    
                                       CAROL
                             Weird? He's the God of Mischief!
    
                                       QUILL
                             The what of what!?
    
                                       CAROL
                             Are you futzing kidding me right
                             now?
    
                                       LOKI (O.S.)
                             Did you say "New York"?
    
                   She looks back and there he is again. Standing in that exact
                   same spot, pendant in hand.
    
                                       LOKI (CONT'D)
                             Have you ever been to New York,
                             Quill? It's quite lovely in the
                             fall. You really must see it.
    
                                       QUILL
                             Uh...
    
                   Carol steps tentatively closer to him.
    
                                       LOKI
                                 (to Carol)
                             Do they still have that great deli
                             on West 51st? If I remember
                             correctly it was next to a
                             laundromat...
    
                   She gains speed. Loki rolls his eyes preparing for impact. 
    
                   Her arm reaches forward. He doesn't resist. She grabs him by
                   the front of his coat and forces him to the ground.
    
                                       CAROL
                             Are you the Loki or not?
    
                                       LOKI
                                 (choked)
                             Yes and no...
    
                   He tugs at her wrist with his right hand while his left
                   stuffs the pendant back in his pocket.
    
                   She eases her grip. He pushes himself up on his elbows.
    
                                       LOKI (CONT'D)
                             You tell me that this battle has
                             occurred, correct? That it was I
                             who perpetrated this act? Well, I
                             am indeed, Loki, once of Asgard,
                             and yet I have no knowledge of this
                             event whatsoever.
    
                   She raises a glowing fist.
    
                                       LOKI (CONT'D)
                             If what you say is true --
    
                                       CAROL
                             It is.
    
                                       LOKI
                             -- and I, as of yet, have no reason
                             to disbelieve you, then it must be
                             so. I must have had, will have, did
                             have, going to have done these
                             things, no doubt, but I have not
                             done so yet.
    
                   Carol pushes him back down.
    
                                       CAROL
                             Then you admit you did it. 
    
                                       LOKI
                             YET! The key word is yet! Which you
                             may have heard if you would cease
                             for one moment!
    
                   She loosens her fist.
    
                                       LOKI (CONT'D)
                             I have not yet done whatever it is
                             you claim. I do not deny that it
                             happened. I admit it certainly is
                             within the realm of possibility.
    
                                       CAROL
                             You're talking in circles.
    
                                       LOKI
                             Time works like that.
    
                   She grabs him again by his coat.
    
                                       CAROL
                             I'm taking you back to Earth and
                             then I'm going to watch you rot in
                             a cell where you belong.
    
                                       LOKI
                             You wish to speak with a dead man?
                             I humbly offer my assistance.
    
                   Carol hesitates, trying to get a read on his face.
    
                   He cocks his head.
    
                                       LOKI (CONT'D)
                             You've a queer look for a kree.
    
                                       CAROL
                             I'm not kree. What's your deal?
    
                                       LOKI
                             I help you find your man, you tell
                             me more about this happenstance in
                             New York.
    
                   She turns her head away, thinking.
    
                                       CAROL
                             And afterwards?
    
                                       LOKI
                             Why, you may do with me whatever
                             you like!
    
                   She looks him in the eye again, firm. He grins.
    
                                       CAROL
                             I don't believe anything you say.
    
                   His smile drops.
    
                                       LOKI
                             Good. You shouldn't.
    
                   Carol looks at Quill who shrugs. No help from him.
    
                   Back to Loki. She takes a deep breath.
    
                                       CAROL
                             I have been given explicit
                             instructions by medical
                             professionals not to do any heavy
                             lifting but I will make an
                             exception for your ass.
    
                                       LOKI
                             Then we have an agreement?
    
                                       CAROL
                             Get up.
    
                   He doesn't protest as Carol drags him to his feet.
    
                                       QUILL
                             We should probably get out of here,
                             Carol.
    
                                       LOKI
                             Carol? Is that what I am to call
                             you?
    
                   She considers for a beat then shoves him forward.
    
                                       CAROL
                             You can call me Captain, that's it.
    
                                       LOKI
                                 (to Quill)
                             So curt, this one. I thought your
                             friends were more fun?
    
                   Loki simply smirks at him as Carol leads them out.
    
    
    
                   INT. THE MILANO - MESS - SPACE
    
                   Loki and Quill talk in the background while Carol rummages
                   through Quill's cluttered cabinets.
    
                                       LOKI
                             Taxi Diver?
    
                                       QUILL
                             No.
    
                   Carol finds an alien LIQUOR BOTTLE with an illegible label.
                   Takes off the cap and sniffs. Whatever it is, it's strong.
    
                                       LOKI
                             The Godfather?
    
                                       QUILL
                             No.
    
                   She opens a cabinet with a stack of CUPS inside. 
    
                                       CAROL
                                 (quietly, to herself)
                             764 days... 764 days...
    
                   AT LOKI AND QUILL
    
                                       LOKI
                             The French Connection?
    
                                       QUILL
                             Dude, I was, like, two years old
                             when all these movies came out. I
                             don't think any of them were very
                             kid friendly, either.
    
                   Carol walks up, bottle in one hand, two cups in the other.
    
                                       LOKI
                             What about A Clockwork Orange? I
                             remember I quite liked that one.
    
                                       CAROL
                             Of course you did.
    
                   She practically slams the bottle and cups down in front of
                   the men, then plops in a seat in the corner, arms crossed. 
    
                   Loki's eyes follow her. Quill pours.
    
                                       QUILL
                             Oh, you know what I did see? Jaws!
    
                                       LOKI
                             Shut up.
    
                                       CAROL
                             How exactly are we doing this?
    
                   Loki takes a sip of his drink and pulls out the pendant from
                   his pocket. Places it lightly on the table.
    
                                       LOKI
                             Time travel.
    
                                       CAROL
                             Excuse me?
    
                                       QUILL
                             You're kidding?
    
                   Loki shoots him an offended look.
    
                   Carol stands up and slides to the table.
    
                                       CAROL
                             Oh. My. God.
    
                   Quill reaches out to touch the stone.
    
                                       QUILL
                             You use this to travel in time?
                             Could we go to, like, ancient Rome?
    
                   Loki smacks his hand away.
    
                                       LOKI
                             Time! Time not space. First rule of
                             time travel.
    
                                       CAROL
                             I thought the first rule of Time
                             Club is you don't talk about Time
                             Club?
    
                   They don't get the joke.
    
                                       CAROL (CONT'D)
                             Nevermind... When did you say you
                             were last in New York?
    
                                       LOKI
                             Hmm, about forty years ago?
    
                                       CAROL
                             Is that my time or yours?
    
                   He smiles.
    
                                       CAROL (CONT'D)
                             It hasn't happened yet. The
                             invasion. Not to you.
    
                                       LOKI
                             Now you're getting it.
    
                                       CAROL
                             Then I can stop you.
    
                                       LOKI
                             No.
    
                                       CAROL
                             What do you mean, "no"?
    
                   She puts her hands on her hips.
    
                                       LOKI
                             If you were going to stop me, you'd
                             have done it. Or you will have done
                             it in which case I would never have
                             done the thing and you would not be
                             here thinking of stopping me from
                             doing a thing I will not have done.
    
                                       CAROL
                             You lost me.
    
                   He sighs and leans back.
    
                                       LOKI
                             Do you still remember that it
                             happened?
    
                                       CAROL
                             ...yes?
    
                                       LOKI
                             Then what's done is done. And there
                             is nothing you or I can do to
                             change it.
    
                                       QUILL
                             What are we talking about again?
    
                   Carol turns away, head down. Quill looks between them.
    
                                       QUILL (CONT'D)
                             Ok, then what is this thing, magic?
    
                                       LOKI
                             Perhaps, but a different sort of
                             magic altogether. Something older,
                             more powerful.
    
                                       QUILL
                             There's different kinds of magic?
                             Is that why she can fly and you
                             can't?
    
                   Loki shoots him the stare of death. Carol stifles a laugh.
    
                                       LOKI
                             What she does is not magic! I
                             manipulate energy around me. You --
                             you absorb energy. Like a battery.
                             And then you spit it out whenever
                             you feel like setting something on
                             fire.
    
                   She pulls up a seat up next to the table and sits, defiant.
    
                                       CAROL
                             And what if I feel like setting you
                             on fire?
    
                                       LOKI
                             Enough of this. Do you wish to
                             speak with your man or not?
    
                   She bites her lip, looks down.
    
                                       CAROL
                             What do I have to do?
    
                                       LOKI
                             First, we must go to a location
                             where this man --
    
                                       CAROL
                             ...Mar-Vell.
    
                                       LOKI
                             -- where Mar-Vell once was.
    
                   He slides out a hand and scoops up the pendant.
    
                                       CAROL
                             Out here? Um, we were on my ship a
                             lot?
    
                                       LOKI
                             No, won't do. We need someplace
                             more stable. Someplace specific.
    
                                       CAROL
                             I don't know. We went to a bunch of
                             places.
    
                   Loki rolls the pendant around in his hand.
    
                                       QUILL
                             What about where he died? Do you
                             remember that?
    
                                       CAROL
                             Of course I do. A planet, I don't
                             think it had a name but I remember
                             where it is. We went there to find
                             this... device, a machine. That
                             obviously didn't turn out well.
    
                                       LOKI
                             Can you get us there?
    
    
    
                   EXT. PSYCHE MAGNETRON PLANET - DAY
    
                   The Milano lands on the planet's surface between a cliff edge
                   and an ancient looking warehouse built into the side of a
                   mountain.
    
                   The three of them exit the ship and take a look around.
    
                   Carol breathes in deep as she sees the building for the first
                   time in over two years.
    
                   Then she spots Loki push through the doors and head inside.
    
                   She jogs after him.
    
                   Quill follows but stops near the entrance. To the right of
                   the door is a massive HOLE in the wall, like something had
                   blasted out from inside the building.
    
                   He looks from the hole to the open door, shrugs, and steps
                   through the hole.
    
    
    
                   INT. PSYCHE MAGNETRON PLANET - WAREHOUSE - DAY
    
                   Inside it's dark but the silhouette of a huge, charred and
                   broken MACHINE looms over them. 
    
                   The warehouse must have been hastily built around the
                   machine. Rather than a real floor, there is the same terrain
                   from outside -- rocky and dusty.
    
                                       QUILL
                             This is it, right? What happened?
    
                                       CAROL
                                 (pointing)
                             We were standing right here and
                             then the blast. He tried to cover
                             me but I got knocked to the side.
                             When I woke up I was over here and
                             Mar-Vell, he was about five feet
                             this way.
    
                   She looks up. Loki has wandered off behind some boulders away
                   from the machine.
    
                                       CAROL (CONT'D)
                             Hey!
    
                   Carol walks up to him but he ignores her, focusing on the
                   pendant and pacing back and forth.
    
                                       CAROL (CONT'D)
                             Are you even paying attention?
    
                   His head jerks up.
    
                                       LOKI
                             Ready?
    
                                       CAROL
                             What? Now? Aren't there, like,
                             rules I need to know?
    
                                       LOKI
                             Yes. Rules. Don't touch yourself. 
                                 (off her look)
                             While we're there. Just do not
                             touch anything. And stay hidden
                             behind these rocks unless I tell
                             you. Intruding on your own past...
    
                   He's twitchy, agitated. Keeps rolling the pendant obsessively
                   in his hand.
    
                                       CAROL
                             Am I at least allowed to talk to
                             him? That's whole purpose of doing
                             this.
    
                                       LOKI
                             Perhaps. Also, if I say we must
                             leave, we leave, understood?
    
                   Carol doesn't know how to respond.
    
                   Quill stumbles over to them.
    
                                       QUILL
                             What about me? Do I wait here for
                             you?
    
                                       LOKI
                             Yes.
    
                                       QUILL
                             For how long? What if you don't
                             come back?
    
                   Loki flashesÊhim an irritated look. 
    
                   Carol watches Quill roll his eyes as he pulls out the CD
                   PLAYER and walks back to the machine. 
    
                   Then her head swings back when she feels Loki's HAND grasp
                   hers. Instinctively, she tries to pull away. 
    
                                       LOKI
                             What? I've never done it with
                             someone else before.
                                 (off her look)
                             This!
    
                   He opens the pendant. The orange stone pulses with light.
    
                                       LOKI (CONT'D)
                             I need you to concentrate.
    
                                       CAROL
                             Ok...?
    
                                       LOKI
                             Think of when you were last here.
    
                   She closes her eyes.
    
                                       LOKI (CONT'D)
                             Now imagine a few minutes prior to
                             that moment.
    
                   Nothing happens. She opens her eyes.
    
                                       CAROL
                             Uh, we're still here.
    
                                       LOKI
                             Because you are not focusing! Your
                             mind must be clear.
    
                                       CAROL
                             Well, your cold, clammy hands are
                             distracting!
    
                   She grips his hand tighter and squeezes her eyes shut. 
    
                   WHITE LIGHT fills the frame for an instant and --
    
    
    
                   EXT. PSYCHE-MAGNETRON PLANET - WAREHOUSE - NIGHT - IN THE
                   PAST
    
                   Carol's eyes open. 
    
                                       CAROL
                             I don't think this is --
    
                   Then she realizes. 
    
                   The scene is the same yet different. It's still dark but the
                   light is a deeper shade of blue. 
    
                   And the PSYCHE MAGNETRON is intact. 
    
                                       CAROL (CONT'D)
                             Holy --
    
                   Loki grabs her by the shoulder and shoves her down behind
                   rocks. 
    
                                       CAROL (CONT'D)
                             Hey!
    
                                       LOKI
                             Shhh!
    
                   FOOTSTEPS. Large overhead lights flicker on, illuminating the
                   room and the machine in all its glory.
    
                   They see Mar-Vell and Carol - the younger Carol - approaching
                   the Magnetron.
    
                                       CAROL
                                 (whispering to Loki)
                             It took us months to find this
                             place. He wasn't even sure it would
                             still be here.
    
                   The younger Carol looks much healthier since the last
                   flashback. 
    
                   Mar-Vell's demeanor toward Carol is warmer than before, too,
                   even a little playful.
    
                   She gasps, amazed by the massive machine.
    
                                       MAR-VELL
                             The Psyche Magnetron. My own
                             invention. Illegal now, so I had it
                             hidden away.
    
                                       YOUNGER CAROL
                             Why illegal? What does it do?
    
                   He flips some switches near the machine. It starts WHIRRING
                   and GLOWING.
    
                                       MAR-VELL
                             This was my most profound creation.
                             The potential of this device is
                             unimaginable. It alters matter and
                             energy using the power of an
                             individual's mind.
    
                                       YOUNGER CAROL
                             Is that a fancy way of saying
                             "magic"?
    
                                       MAR-VELL
                             You might say that. You could also
                             call it a "wishing machine."
    
                   BEHIND THE ROCKS
    
                   Loki's eyes widen.
    
                                       LOKI
                             It was an accident you say?
    
                                       CAROL
                             Shh!
    
                   AT THE MACHINE
    
                                       YOUNGER CAROL
                                 (teasing)
                             Yes, you could call it that, but
                             that would sound stupid. 
    
                   They share a smile.
    
                                       MAR-VELL
                             Some wanted to use the Psyche
                             Magnetron for nefarious purposes. 
    
                   BEHIND THE ROCKS
    
                                       LOKI
                             I know I would...
    
                   Carol glares at him. He shrugs.
    
                   AT THE MACHINE
    
                                       MAR-VELL
                             A few almost succeeded. The Kree
                             Higher Courts decided it was too
                             dangerous and ordered them all
                             destroyed. This is the last one.
                             The scandal also cost me my career.
                             I defected to Earth.
    
                                       YOUNGER CAROL
                             Wow, so that's why... I'm sorry.
    
                   BEHIND THE ROCKS
    
                   Loki leans over to whisper in her ear.
    
                                       LOKI
                             My, my, Carol. I am learning so
                             much about you on this little trip.
                             You are not quite what I believed.
                             Killing your mentor and stealing
                             his powers? Why, you thieving
                             murderess, you --
    
                   Carol shoves her palm over his face and PUSHES him away from
                   her.
    
                   AT THE MACHINE
    
                   The younger Carol steps closer to the machine. Holds a hand
                   out to touch it. A tiny lighting bolt of static electricity
                   ZAPS her finger.
    
                                       YOUNGER CAROL
                             Ouch!
    
                                       MAR-VELL
                             Stay back! This device was not
                             designed for humans. I don't want
                             you to get hurt.
    
                   She complies. Backs away. Doesn't notice the little wave of
                   electricity trailing her as she moves, but the Carol hiding
                   behind the rocks sees it.
    
                                       CAROL
                             Oh, no. That's how it started.
    
                   Mar-Vell concentrates on the controls.
    
                                       YOUNGER CAROL
                             What will you wish for?
    
                   He looks down, his face sad. Re-focuses on his work.
    
                                       MAR-VELL
                             Almost ready. 
    
                   Carol doesn't press him. She is used to his evasiveness by
                   now.
    
                                       MAR-VELL (CONT'D)
                             How about you, Carol? What would
                             you wish for if you could?
    
                   She stands, facing away from the machine, and closes her
                   eyes, thinking.
    
                   BEHIND THE ROCKS
    
                                       LOKI
                             And what was dear sweet Carol's one
                             true wish?
    
                                       CAROL
                             To be better. More like him.
    
                   She shuts her eyes. Covers her ears. She knows what's coming.
    
                   Loki watches the electric TRAIL grow, encircling the other
                   Carol.
    
                   AT THE MACHINE
    
                                       MAR-VELL
                             Wait. Something's wrong. It's
                             activated.
    
                   The Magnetron gets louder, glows brighter. Electric sparks.
                   The machine pulls energy from the lights above and they
                   flicker.
    
                   Mar-Vell's eyes follow the line of energy to Carol.
    
                                       LAWSON
                             Carol, move!
    
                   Her eyes open. She's surrounded in light. 
    
                   She turns back and Mar-Vell dives, pushing her backward right
                   as the Psyche-magnetron EXPLODES. 
    
                   Sparks fly. Shrapnel soars through the air. A white light
                   engulfs the two bodies.
    
                   BEHIND THE ROCKS
    
                   Loki pulls Carol to the ground. Rocks shield them from the
                   blast.
    
                   Dust settles. The RINGING in Carol's ears morphs into Loki's
                   voice --
    
                                       LOKI
                             Carol! Carol!
    
                   She gasps for air, coughing. Climbs to her knees and looks
                   out at the scene.
    
                   The other Carol's crumpled body lies face down on the ground
                   several meters from the still smoking machine.
    
                   Mar-Vell is on his back in the center of the room, wheezing.
    
                                       CAROL
                             He's still alive!
    
                                       LOKI
                             Wait!
    
                   She stumbles over rocks to his side.
    
                                       MAR-VELL
                             Carol...? Are you hurt?
    
                                       CAROL
                             No, I'm fine. We're going to get
                             you some help, ok? We're --
    
                                       MAR-VELL
                             This was my fault... you need to
                             leave... something I didn't tell
                             you... following...
    
                                       CAROL
                             What is it? What didn't you tell
                             me? Are you sick?
    
                                       MAR-VELL
                             Sick?
    
                   Loki crosses toward the Magnetron, observing.
    
                                       CAROL
                             Yes, sick. Do you have some kind of
                             illness? A disease that could have
                             been passed to me?
    
                                       MAR-VELL
                             No, I am not ill, why would you
                             think...?
    
                                       CAROL
                             You told me you were kree but you
                             lied, why? Please, tell me what's
                             wrong with me. What do I do? I'm so
                             sorry!
    
                   She wipes tears from her eyes.
    
                                       MAR-VELL
                             Carol, the reason we came...
                             promise me you'll find him...
    
                                       CAROL
                             Hey, stay with me. I can save you
                             this time!
    
                                       MAR-VELL
                             Please, find my son...
    
                   And he slips away. 
    
                                       CAROL
                             Your son?
    
                   Loki steps closer to Carol, rubbing the pendant impatiently.
    
                                       LOKI
                             Did you get what you came for?
    
                   Carol doesn't answer.
    
                                       LOKI (CONT'D)
                             You know, reviving a loved one from
                             death is usually the first request
                             on the list for this sort of
                             business. But you did not even try
                             to save him.
    
                   She turns away, wiping her eyes.
    
                                       LOKI (CONT'D)
                             I see the truth of it now. The
                             purpose of this whole ordeal was
                             never about him. Only you and your
                             pitiful grasp at power. You act so
                             moral yet you'd rather him die than
                             lose what you took from him! And in
                             the end it was all for naught!
    
                   His voice ECHOES off the walls and he realizes he's gone too
                   far. Carol cannot face him.
    
                   His eyes turn downward and he gently wraps the pendant chain
                   around his hand.
    
                                       LOKI (CONT'D)
                             Ah, well. It is of no matter. If it
                             eases you, it would not have
                             worked, besides. I would know. I
                             have tried. Many times.
    
                   He side steps out of view behind the machine. Carol sits in
                   silence with her grief.
    
                   Loki pretends to examine the workings of the Magentron but
                   watches Carol in his peripheral vision. 
    
                   Just around the corner he spots something MOVE. 
    
                   He slides further behind the machine, hidden in shadow.
    
                                       LOKI (CONT'D)
                             Carol, we have company.
    
                   She looks up.
    
                                       CAROL
                             You.
    
                   It's Nebula, standing in the open doorway. She looks almost
                   the same but with less tech. She has a simpler mechanical
                   left hand, not the advanced version she had in New York.
    
                   And she's just as shocked as Carol. 
    
                   Loki peeps around the corner, still mostly hidden.
    
                                       LOKI
                             You failed to mention our guest.
    
                                       CAROL
                             I was kinda unconscious at this
                             point.
    
                   Nebula looks at Carol, then at the other Carol on the ground,
                   then to the dead man.
    
                                       NEBULA
                             You killed Mar-Vell.
    
                                       CAROL
                             What? No! I -- Have you been
                             following us?
    
                                       NEBULA
                             Mar-Vell was an escaped prisoner of
                             the Kree Intelligence. I was sent
                             to capture him.
    
                   Carol stands up calmly, carefully, never taking her eyes off
                   Nebula.
    
                                       CAROL
                             By whom? Oh, and let me guess. You
                             were hoping he would lead you to
                             the Psyche-Magnetron. Well,
                             surprise. You're too late. It's
                             gone.
    
                                       LOKI
                                 (whispering)
                             We need to leave. Now. Come back
                             here.
    
                                       CAROL
                             Look, Nebula, I know who you are
                             and I don't want to fight you.
    
                                       NEBULA
                             How...?
    
                   Loki reaches out for Carol's arm but she YANKS it away,
                   pulling Loki out into the open. 
    
                   He stumbles into the light, still holding the pendant.
    
                   Nebula sees his face and her mouth DROPS. 
    
                                       NEBULA (CONT'D)
                             Loki Laufeyson.
    
                   She raises a GUN.
    
                                       LOKI
                             Run!
    
                   Nebula FIRES. 
    
                   Carol ducks behind a rock and throws suppressive BURSTS of
                   energy. 
    
                   Loki rolls on the ground, stopping mere inches from the other
                   Carol's limp body. 
    
                   He scoots away franticly and bumps into the here-and-now
                   Carol.
    
                                       CAROL
                             I've seen this girl before. Last
                             month in New York. She found my
                             apartment building. Kidnapped my
                             neighbor's kid. Her name's Nebula.
                             Do you know her?
    
                                       LOKI
                             No!
    
                                       CAROL
                             Will you have known her?
    
                                       LOKI
                             How should I know!?
    
                                       CAROL
                             She seems to know you!
    
                                       LOKI
                             Apparently, I get around.
    
                   He checks his pockets, pats down his body. Oh, no. 
    
                                       LOKI (CONT'D)
                             The stone! Where is it!?
    
                   Carol looks to Loki just long enough for Nebula to rush up
                   and KICK her in the face. 
    
                   Loki retaliates with an ICE BLAST from his hand, shocking Neb
                   and knocking her back. 
    
                   Now Carol's angry. She attacks with more ENERGY BLASTS.
    
                   Loki searches for the stone, crawling over the sooty ground. 
    
                   They are all dangerously close to Carol's own defenseless
                   body.
    
                   On the floor Loki spots the pendant. He scrambles over,
                   snatches it.
    
                   But before he can get up, Nebula STOMPS a boot down on Loki's
                   neck, pushing his face into the dirt. 
    
                   She rips the chain from his grasp.
    
                                       NEBULA
                             I wondered how you managed to hide
                             from Thanos this whole time.
    
                   He slips a hand back and grasps the hilt of a DAGGER attached
                   to his hip and slowly removes it from its sheath. 
    
                                       LOKI
                                 (muffled)
                             And you would be?
    
                   She leans over.
    
                                       NEBULA
                             What did you say?
    
                   He's about to use then knife when Carol SWOOPS in, grabbing
                   the woman, lifting her up and flying away. 
    
                   Nebula struggles against Carol, shifting their direction and
                   sending them straight through the wall next to the entrance
                   doors.
    
                   Loki gasps for air.
    
    
    
                   EXT. PSYCHE MAGNETRON PLANET - NIGHT - IN THE PAST
    
                   Carol lands several meters away from the warehouse and tosses
                   a screaming Nebula onto some rocks. 
    
                   Loki rushes over, his voice still scratchy.
    
                                       LOKI
                             Where in hel do you think you are
                             going?
    
                                       CAROL
                             I had to get her away from the body
                             -- my body. If something happens to
                             her -- to me -- that would be bad,
                             right?
    
                                       LOKI
                             We have more important things to
                             worry about than your nap time!
    
                                       CAROL
                             I have to stop her.
    
                                       LOKI
                             How? You won't kill her. You don't
                             kill her. You said you just met
                             her. Obviously, she lives!
    
                                       CAROL
                             Then we change the past.
    
                                       LOKI
                             You can't! What's done is done.
                             We've been over this.
    
                   A BULLET flies between them and they dive behind rocks.
    
                   Only on the other side of Loki's rock is the cliff. He crawls
                   backward to keep from falling off the edge.
    
                   Nebula's on her feet and aiming at Carol.
    
                                       LOKI (CONT'D)
                             Carol!
    
                   Neb turns her head giving Carol a chance to land a PUNCH
                   straight to the face.
    
                   She's knocked down, shakes her head. A BUZZING sound from the
                   cybernetics in her skull then she's back, shooting wildly.
    
                   Carol retaliates with her own bombardment of energy. One
                   BLAST hits just behind Loki's boulder.
    
                   He covers his head as rocks fly. Sees the ground around him
                   crack and crumble. Scrambles back and rolls over right as the
                   cliff gives way.
    
                   His hand latches on to the edge but he's dangling. 
    
                                       LOKI (CONT'D)
                             A little help here!?
    
                   Carol glides over the cliff edge, dodging bullets mid air.
    
                                       CAROL
                             I'm busy!
    
                                       LOKI
                             I am not joking, Carol!
    
                                       CAROL
                             Hey, why don't you use one of your
                             cool magic tricks right about now?
    
                                       LOKI
                             Yes, my magic. Which we have
                             established does not include
                             flight. Now lift me up!
    
                   Carol lowers and wraps her arms around his torso, then FLIES
                   up and over the edge, nearly hitting Nebula.
    
                                       LOKI (CONT'D)
                             That's enough! You can stop now!
    
                   They're still high in the air when her grip goes slack.
                   Carol's eyes are heavy. Her sight hazy. Loki's voice dims.
    
                   She falls, dropping Loki and CRASHING into the ground. 
    
                   Loki tumbles over rocks until he comes to a stop. Rubs his
                   head. Looks for Carol.
    
                   He stumbles to his feet to check on her.
    
                   She moans and her eyes flicker open. She's alive but in no
                   shape to fly at the moment.
    
                                       NEBULA
                             Is this what I think it is, Loki?
                             You had it all along, didn't you?
                             How clever you must think you are?
    
                   A few meters away, Nebula swings the chain from her finger,
                   toying with him.
    
                   Loki stands absolutely still. Eyes fixed on the pendant.
                   Planning his move.
    
                                       NEBULA (CONT'D)
                             Have you nothing to say to me?
    
                   No response.
    
                                       NEBULA (CONT'D)
                             I guess you prefer your new
                             friends, hmm? I'm surprised you
                             would go with a blonde. Doesn't
                             seem like your type.
    
                   Loki's eyes flick to Carol then back at Nebula.
    
                                       LOKI
                             Why? Are you jealous?
    
                   The smirk on her face fades.
    
                                       LOKI (CONT'D)
                             You should know how much I prefer
                             the color -- 
    
                   Loki VANISHES and instantly reappears right behind her
                   shoulder next to her ear.
    
                                       LOKI (CONT'D)
                             -- blue!
    
                   Loki's face now takes it's JOTUN form - red eyes and scarred
                   blue skin.
    
                   Nebula flinches and steps away. He grabs his dagger. TOSSES
                   it in the air and catches it, SWINGING at her.
    
                   She grabs his arm and flips around, landing behind him.
    
                   Nebula blocks his strikes until he SLICES at her forearm.
    
                   She loosens her grip just enough for Loki to pluck the chain
                   from her hand and he freezes, staring at the stone like a
                   madman.
    
                   Nebula clutches her arm, confused by Loki's sudden shift.
    
                   Then his face turns to her, pure rage filling his eyes.
    
                   He ATTACKS, his hands choking her neck -- all his fury aimed
                   at this woman. 
    
                   Until Carol RIPS him off of her, throwing him backwards
                   several meters.
    
                                       CAROL
                             Get a hold of yourself!
    
                   Loki picks himself up, brushing dirt from his face -- no
                   longer blue.
    
                                       LOKI
                             Does it not all makes sense now?
                             You were always going to let her
                             get away. Because you were too weak
                             to finish it and then your mistake
                             comes back to bite you!
    
                   Carol struggles to stay on her feet.
    
                                       CAROL
                             You're right. I let her live. Maybe
                             it's a weakness but I don't care.
                             You can take your stone and leave
                             now if that's what you want. But if
                             I can't kill her I can at least
                             save myself!
    
                   She launches up and FLIES --
    
    
    
                   INT. PSYCHE MAGNETRON PLANET - WAREHOUSE - NIGHT - IN THE
                   PAST
    
                   -- through the open doors, but she falters, her powers
                   failing. 
    
                   Carol CRASHES to the ground, sliding. 
    
                   She manages to get up. Trudges forward to reach her other
                   body. 
    
    
    
                   EXT. PSYCHE MAGNETRON PLANET - NIGHT - IN THE PAST
    
                   Loki pops open the pendant and looks from the glowing stone
                   to the warehouse then to Nebula. She's crawling toward her
                   gun a few meters away.
    
                   He mutters angrily under his breath. Shuts the pendant.
    
                   His foot KICKS the gun away from the woman's reach.
    
    
    
                   INT. PSYCHE MAGNETRON PLANET - WAREHOUSE - NIGHT - IN THE
                   PAST
    
                   Carol has almost reached the unconscious body.
    
                                       LOKI
                             Carol!
    
                   She glances over her shoulder. He's running full stop. 
    
    
    
                   EXT. PSYCHE MAGNETRON PLANET - NIGHT - IN THE PAST
    
                   Nebula fumbles, grabs the gun and AIMS.
    
                   A bullet WHIZZES past Loki as he speeds to the doors.
    
    
    
                   INT. PSYCHE MAGNETRON PLANET - WAREHOUSE - NIGHT - IN THE
                   PAST
    
                   Carol sees him flick open the pendant.
    
                                       CAROL
                             Loki, wait!
    
                   Another GUNSHOT. And another.
    
                   Carol turns ahead, about to touch her other self, when Loki
                   LEAPS, wrapping his arms around Carol, and they TUMBLE over
                   in the air.
    
                                       CAROL (CONT'D)
                             Noooooo!
    
                   WHITE LIGHT.
    
    
    
                   INT. PSYCH MAGNETRON PLANET - DUSK - THE PRESENT
    
                   They SLAM into the ground, Loki atop Carol. She shoves him
                   away. 
    
                   Quill hops up from his lawn chair that he must have brought
                   out of the ship at some point. He drops the CD player and
                   runs over.
    
                   It's darker now, the golden hour, and Carol's screams echo
                   throughout the building. 
    
                   Loki makes a break for it.
    
    
    
                   EXT. PSYCHE MAGNETRON PLANET - DUSK - THE PRESENT
    
                   Loki bursts through the door with Carol on his tail.
    
                   He's halfway to the ship when she tries to grab his shoulder.
                   He shakes her off. 
    
                   Quill positions himself between them. 
    
                                       QUILL
                             Whoa, whoa! You guys have been gone
                             10 hours. What happened?
    
                   Carol forces Quill aside, pushing him several feet backwards.
                   He lands in the dirt.
    
                                       CAROL
                             You little -- You left me there!
                             You just left my body there! Nebula
                             could have --
    
                                       LOKI
                             But she didn't! Oh, don't you see,
                             you stupid little child? You are
                             still here. You exist now. She left
                             you be. You were in no danger!
    
                                       CAROL
                             You're telling me she let me live
                             so she could come and try to kill
                             me a second time?
    
                                       LOKI
                             Ha! She does not want you. Sure,
                             she may have some vendetta, envy
                             your powers, but regardless, you
                             are merely a stepping stone to her
                             true prize. You are the only link
                             she has to me. To this!
    
                   He thrusts the pendant out in front of her. Swinging on the
                   chain, it almost hits Carol in the face.
    
                                       CAROL
                             Oh, you and your pathetic magic
                             stone.
    
                   Loki paces frenetically, anger rising.
    
                                       LOKI
                             I just saved your life with this,
                             you ungrateful wench!
    
                   Carol walks around slowly, encircling him, goading him to
                   strike.
    
                                       CAROL
                             It's a crutch! What are you without
                             it, huh? There's something else I
                             know about you, Loki. Something I
                             didn't mention before. You're here
                             now but there's another you,
                             another version of you in your
                             future and he's dead. You're dead!
                             "It's already happened." That's
                             your favorite excuse, isn't it? Do
                             you want to know when and where?
    
                                       LOKI
                             I should have left you...
    
                   Loki shakes his head in denial. Carol inches in closer.
    
                                       CAROL
                             You know what that means, don't
                             you? You lost it. You lost the
                             stone. Your only escape. You can't
                             hide in another decade. You can't
                             run from your own death!
    
                                       LOKI
                             Lies...
    
                                       CAROL
                             I wonder what happened to it? What
                             will happen, hmm? Where does it go,
                             Loki? Did someone take it from you?
                             What if I took it from you now?
    
                   Her arm juts out but he reacts fast, spinning around. 
    
                   Carol freezes as Loki's DAGGER presses under her chin. She
                   hadn't even seen him reach for it.
    
                   Quill lunges forward but Loki blasts ICE from his other hand,
                   pinning Quill's feet to the ground in a frozen block. He
                   falls over, ungracefully.
    
                   Now, face to face, Loki unleashes his full rage on Carol.
    
                                       LOKI
                             You have no idea the power in this
                             tiny rock, the possibilities it
                             holds! You cannot see past your own
                             nose into the future. You, with
                             your mute imagination. I have seen
                             worlds which you have not the
                             capacity to envision. Dynasties,
                             epochs! Fear and hunger and pain
                             and solitude! If you were to see
                             what I have you would run, too. Oh,
                             you would run so far. For I have
                             gazed deep into eternity and what
                             had I found? Nothing!
    
                   Resolved and unflinching, Carol shows no fear.
    
                                       LOKI (CONT'D)
                             So try with all your might, my
                             Captain, to take this from me. But
                             have no doubt that if you do I will
                             flay your body open, rip you apart
                             and splay your insides through all
                             of time! One bone across every
                             century!
    
                   Only now do we see that Carol is hovering slightly above the
                   ground. Enough to keep her safe from the dagger's edge and
                   forcing Loki to look up at her. 
    
                   Then he shifts again. Takes a step back. Eyes unfocused. One
                   hand squeezes the pendant. The dagger slips from the other. 
    
                   Carol drops to the ground. Quill watches on, stuck.
    
                   She steps cautiously forward, arms out, trying to ease him. 
    
                                       CAROL
                             Loki, stop. Wait a second. You
                             don't have to --
    
                   He looks up, meeting Carol's eyes. FLICK.
    
                   All she grabs is air. Carol shakes her fists at nothing. 
    
                                       CAROL (CONT'D)
                             Damnit!
    
                                       QUILL (O.S.)
                             Uh, I can't feel my feet...
    
                   She kneels next to him and melts the ice with a controlled
                   flame from her hands.
    
                                       QUILL (CONT'D)
                             Did you get any answers?
    
                                       CAROL
                             Yes. But not to the questions I was
                             asking. I still don't know what's
                             draining my powers but on the up
                             side I do know why Miss Blue Psycho
                             Lady is after me.
    
                   Quill shakes his feet loose from the ice.
    
                                       CAROL (CONT'D)
                             Peter, I need you to take me to
                             Earth. Right away. It can't wait.
                             Can you do that for me?
    
                   He considers for a moment. It's a serious decision.
    
                                       QUILL
                             Yeah, I can. I'm ready.
    
    
    
                   EXT. PSYCHE MAGENETRON PLANET - NIGHT - LATER
    
                   The ship lifts off, engines whirring, and glides away over
                   the horizon.
    
    
    
                   INT. THE MILANO - BRIDGE - SPACE
    
                   Carol sits in the seat next to Quill. She plugs coordinates
                   into the dash.
    
                                       QUILL
                             We've got a few hours. Are you
                             going to be ok?
    
                                       CAROL
                             Yeah, once I bury that woman's head
                             in the Atlantic.
    
                   She fidgets in her seat.
    
                                       CAROL (CONT'D)
                             Hey, do you, uh, have any family
                             back home?
    
                                       QUILL
                             Not really. My mom died when I was
                             a kid.
    
                                       CAROL
                             Oh, what about your father?
    
                                       QUILL
                             He, um, he was never really around.
    
                   She can't look at him. So instead she gets up and heads back
                   into the ship.
    
                                       CAROL
                             I'm starving. Want anything?
    
                                       QUILL
                                 (yelling back at her)
                             Nah, but you can have whatever you
                             want. Oh, but don't eat the fish.
                             I'm pretty sure it's bad!
    
                   She gives him a thumbs up as steps through the hatch door.
    
    
    
                   INT. THE MILANO - MESS - SPACE
    
                   Carol rifles through cabinets. She tries to read the label on
                   a JAR then tosses it aside.
    
                   She finds another alcohol BOTTLE. Looks it over. Sighs.
                   Returns it to the shelf.
    
                   Walking away, she notices the DOOR LATCH to a small walk-in
                   freezer is unlocked. 
    
                   She opens the door.
    
                   Inside Loki sits slumped in the corner. Carol shrieks and
                   SLAMS the door.
    
                   She hears a RUSTLING from inside then cautiously re-opens the
                   door just enough to take a peek. 
    
                   Loki stares right back at her, inches from her face. Another
                   shriek and SLAM. He yelps from inside.
    
                   She opens the door once more, this time a little wider. Loki
                   rubs his cheek.
    
                                       LOKI
                             I may or may not have jumped
                             backward a few minutes and boarded
                             while you were... distracted.
    
                   Carol puts a hand on her hip. Loki looks away.
    
                                       LOKI (CONT'D)
                             I performed my services. By that
                             measure I ought to be paid.
    
                                       CAROL
                             Were you paid in ice cream?
    
                                       LOKI
                             Midgard! Earth. Passage to Earth.
                             That was the deal Quill and I
                             made... 
    
                                       CAROL
                             He didn't tell me about that?
    
                                       LOKI
                             It is not your ship, is it? No
                             matter. I am here. However, I now
                             expect you will want to use this to
                             your advantage and hand me over to
                             your authorities?
    
                                       CAROL
                             I'm strongly considering it.
    
                   Loki glances at her from the corner of his eye.
    
                                       LOKI
                             Are you going to let me out?
    
                                       CAROL
                             You're the one who decided to hide
                             in a freezer. Don't you get cold,
                             encased in ice?
    
                                       LOKI
                             Don't you get hot, flying so close
                             to the sun?
    
                   He stares her down, a challenge. Carol doesn't budge.
    
                                       CAROL
                             Actually, I think I prefer you
                             contained in a nice little box.
                             It's safer that way.
    
                   She shuts the door and locks it in a huff.
    
                   ...but in a moment she reconsiders, unlocks the door and
                   flings it open. 
    
                                       LOKI
                                 (with a smug smile)
                             Changed your mind, Captain?
    
                                       CAROL
                             "Time, not space." You can't jump
                             here. We're flying faster than
                             light right now. It's not stable.
                             You jump in time and you will
                             literally be in space.
    
                   She's got him beat. Loki moseys out of the freezer and sinks
                   down at the table, arms crossed.
    
                   She sits in the chair next to him but neither one looks at
                   the other.
    
                                       CAROL (CONT'D)
                             All of this is my fault, isn't it?
                             I thought my powers would make me
                             better but instead they've just
                             made me selfish. I wasn't even
                             supposed to have them but now I
                             don't know how to be myself without
                             them! I let my best friend take the
                             fall for me. I gave up my last
                             chance with SHIELD. I stole a
                             billion dollar space ship twice!
    
                   Loki looks impressed.
    
                                       CAROL (CONT'D)
                             Now my friends are in danger.
                             Nebula came after me because of
                             what I did today. You were only
                             there because of me. And she's
                             still out there, waiting. Oh, and
                             for bonus points, I think I might
                             have killed my friend's dad!
    
                   Loki listens, not knowing how to respond. Carol hangs her
                   head in her hands.
    
                                       CAROL (CONT'D)
                             This was my one shot and I ruined
                             everything. And the worst part is I
                             don't think I'm strong enough to
                             fix it.
    
                   Unsure, Loki reaches out a hand to awkwardly pat her on the
                   back. 
    
                   Carol immediately gets up and wipes her eyes, embarrassed.
                   Loki crosses his arms again.
    
                   She leans against the wall.
    
                                       CAROL (CONT'D)
                                 (more composed)
                             You know, I never did ask you how
                             you got that thing.
    
                   He takes the pendant from his pocket and rubs it in his hand.
    
                                       LOKI
                             It was a trade.
    
                   Carol looks back at him but he only stares down at the jewel.
    
                                       CAROL
                             And what did you trade for it?
    
                                       LOKI
                             A person.
    
                                       CAROL
                             Was it worth it?
    
                                       LOKI
                             No.
    
                   He looks up, staring into blank space before him. Carol does
                   the same, both drowning in their own regrets.
    
    
    
                   EXT. ALBERTA - AN EMPTY WHEAT FIELD - DAY
    
                   Dust swirls in the air around Quill and Carol as they scan
                   the flat horizon. The Milano stands in the field behind them. 
    
                                       QUILL
                             I'm not exactly sure where we are.
    
                                       CAROL
                             Canada.
    
                   She points to a road sign.
    
                                       QUILL
                             This is a long way from New York.
                             Are you good to fly that far?
    
                                       CAROL
                             I'll take a bus. What about you?
                             Want to stick around?
    
                                       QUILL
                             Um, yeah, maybe for a little while.
    
                                       CAROL
                             That's good, 'cause after this is
                             all over, I should probably talk to
                             you about something.
    
                   Quill nods.
    
                                       QUILL
                             Wait, where's Loki?
    
                   Carol looks behind her and spots Loki attempting to sneak
                   away. 
    
                   She walks to the edge of the field but stops.
    
                   Loki pauses, turns, and shuffles back.
    
                                       LOKI
                             I was certain you would try to stop
                             me.
    
                                       CAROL
                             I've thought about it and... we're
                             all better off if Nebula or Thanos
                             or whoever doesn't get their hands
                             on that stone.
    
                   Loki raises an eyebrow.
    
                                       CAROL (CONT'D)
                             I hate to say it, but it's safest
                             in the one place they can't follow.
                             But I can't leave. Not now. If the
                             future is unavoidable, if the past
                             is...
    
                                       LOKI
                             Why, Captain, are you saying you
                             trust me with this?
    
                   He dangles the chain from his finger.
    
                                       CAROL
                             Please, I trust you about as far as
                             I could throw you.
                                 (off his look)
                             Forget I said that.
    
                   He looks over her shoulder and shares a farewell nod with
                   Quill, then back to Carol. She looks dejected.
    
                                       LOKI
                             You can defeat her. You will. You
                             already have.
    
                                       CAROL
                             I thought I shouldn't believe
                             anything you say, remember?
    
                   He frowns.
    
                                       LOKI
                             Believe what you want.
    
                   The pendant snaps open and he's gone.
    
                   Carol stares up at the familiar sky.
    
    
    
                   EXT. NEW YORK GRAND CENTRAL STATION - DAY
    
                   Carol steps off a train carrying her duffle. 
    
                   Jess is waiting in the midst of the crowd. She's smartly
                   dressed in the pencil skirt from earlier.
    
                                       CAROL
                             Jess, how did you -- ?
    
                                       JESS
                             One of our people identified you in
                             Toronto.
    
                                       CAROL
                             Our people? Is that my skirt?
    
                                       JESS
                             Carol, we need to talk.
    
                   Jess leads Carol to a nearby bench.
    
                                       CAROL
                             Hold on, I'm confused. Has Nebula
                             come back? What's happened?
    
                                       JESS
                             Do you remember when we met two
                             years ago? You didn't want to live
                             alone and I couldn't afford to live
                             in New York at all, at least not by
                             myself. It worked out pretty well
                             for both of us, right?
    
                                       CAROL
                             Ok, why does it sound like you're
                             breaking up with me?
    
                                       JESS
                             You're this alien/human hybrid that
                             can fly and do laser tricks and
                             explosions. That's incredible! But
                             didn't you ever think it was weird
                             that I never asked about what
                             happened to you? That I never
                             wanted an explanation?
    
                                       CAROL
                             I -- I guess I thought you were
                             being polite?
    
                                       JESS
                             It was because I hoped that if I
                             never asked questions about you,
                             then you wouldn't ask questions
                             about me.
    
                   All around the station, seemingly normal people stop to turn
                   and stare at the two women.
    
                                       JESS (CONT'D)
                             Carol, there are some things that
                             you should know about me.
    
                   Maria Hill steps forward.
    
                                       CAROL
                                 (to Jess)
                             You got a job while I was away,
                             didn't you?
    
    
    
                   INT. SHIELD HEADQUARTERS - NIGHT
    
                   Carol, Jess, and Hill stand in front of a large screen. In
                   the background, scientists and agents work busily at their
                   stations.
    
                                       HILL
                             Nebula must have known you'd
                             arrived because yesterday we
                             received this message. We don't
                             know how she hacked our system but,
                             well, watch.
    
                   A video of Nebula plays on the screen.
    
                                       NEBULA (V.O.)
                             Deliver the woman named Carol
                             Danvers to me within three days
                             time or I will begin systematically
                             bombing undisclosed urban targets
                             from orbit. If you attempt to
                             retaliate or send the Avengers I
                             will not hesitate to destroy your
                             cities.
    
                   Hill pauses the video.
    
                                       HILL
                             Seeing the technology she displayed
                             several weeks ago I have no doubt
                             that she has the means and ability
                             to follow through with her threats.
    
                                       CAROL
                             She has to have a ship. Shoot her
                             down.
    
                                       HILL
                             If it's in orbit we can't detect
                             it. And if we could find her, well,
                             we only had one ship capable of
                             combatting hers.
    
                                       CAROL
                             Believe me, ours is no where near
                             as advanced as whatever she has.
    
                                       HILL
                             That ship was the only chance we
                             had!
    
                                       CAROL
                             That ship is a hunk of plastic! It
                             can't do FTL. It doesn't even have
                             artificial gravity. Her technology
                             is centuries ahead of ours! She'd
                             blow us out of the sky!
    
                                       JESS
                             Hey, hey, hey!
    
                   Jess steps between them and Carol turns away, crossing her
                   arms, thinking.
    
                                       HILL
                             Unless you have a better idea --
    
                                       CAROL
                             We can't beat her in the air. Our
                             only hope is on the ground. I know
                             what she's here for. I'm the only
                             one who can talk her down.
    
                                       HILL
                             I'd rather you kill her.
    
                   Carol ignores her and looks to Jess' for reassurance. After a
                   beat:
    
                                       CAROL
                             This is my problem. I started it.
                             I'll finish it.
    
                                       HILL
                             Then we'll arrange a meeting.
                             Outside the city. Where she can do
                             the least amount of damage.
    
                                       CAROL
                             No, it has to be in New York.
                             Nebula's not suicidal. She won't
                             bomb the city while she's in it.
                             This is the safest place.
    
                   She's right. Hill sighs.
    
                                       HILL
                             I want you in radio contact at all
                             times. If this goes south, I'm
                             calling in the Avengers.
    
    
    
                   INT/EXT. CHRYSLER BUILDING SPIRE - NIGHT
    
                   Carol rides a service elevator up to the empty upper levels
                   of the building. 
    
                   She opens the door to a fuse box and flips a switch. 
    
                   Warm ORANGE LIGHTS beam out from the spire's windows.
    
                   She steps to an open window ledge, looks down, then out
                   across to the Avenger's Tower.
    
                                       CAROL
                             I'm in position.
    
    
    
                   INT. AVENGER'S TOWER UPPER FLOOR - NIGHT
    
                   Hill views Carol through a telescope. She's flanked by
                   snipers, aiming through an open window. Jess paces nervously
                   behind them.
    
                                       HILL
                             Is this supposed to mean anything
                             to her?
    
                                       CAROL (V.O.)
                             Yeah, and she'll see it.
    
    
    
                   I/E. CHRYSLER BUILDING SPIRE - NIGHT
    
                   Soon enough Nebula arrives. Gliding into view in her
                   wingsuit, she lands in another arched window above Carol.
    
                                       NEBULA
                             If Mar-vell could see what became
                             of you, would he have tried to save
                             you?
    
                                       CAROL
                             Don't act like you knew him. 
    
    
    
                   INT. AVENGER'S TOWER UPPER FLOOR - NIGHT
    
                   Hill watches on. Snipers prepare to shoot.
    
    
    
                   I/E. CHRYSLER BUILDING SPIRE - NIGHT
    
                   Nebula climbs over railings and slides down to Carol's level.
                   Carol never takes her eyes off of her.
    
                                       NEBULA
                             Did you think he was your friend?
                             That he trusted you? Then why did
                             he never tell you the truth, who he
                             was, where he came from? Don't you
                             want to know?
    
                                       CAROL
                             Get to the point. You're not here
                             for Mar-vell. 
    
                                       NEBULA
                             Then tell me, Carol, why am I here?
    
                                       CAROL
                             Because you failed at your job. The
                             magnetron is destroyed. I bet your
                             boss is pretty disappointed. Now
                             you think you can make up for it by
                             coming here? Am I your Plan B? Or
                             maybe Plan C? You'd better get used
                             to failure, lady.
    
                   Nebula marches up to her. Carol readies her stance.
    
                                       NEBULA
                             Where is it? Where is L --
    
                   Carol lunges, grabbing Nebula and pushing her backward.
    
                   They hit the edge of the scaffolding and both fall over,
                   crashing onto a lower level.
    
    
    
                   INT. AVENGER'S TOWER UPPER FLOOR - NIGHT
    
                                       HILL
                             Find them!
    
                   POV of the sniper's scope moving from window to window until
                   he spots two figures.
    
    
    
                   INT/EXT. CHRYSLER BUILDING SPIRE - NIGHT
    
                   Kicking and punching, the women roll almost to the edge of
                   the open arch. 
    
                   But Carol's weakening. Her grip slips and Nebula pins her
                   down with one arm. 
    
                   Her other morphs into the machete which she points to Carol's
                   throat.
    
                                       CAROL
                             You'll never find it.
    
                                       NEBULA
                             He's given it to you.
    
                                       CAROL
                             Ha! What makes you think he'd ever
                             do that?
    
                                       NEBULA
                             He told me himself.
    
                   Confusion for a beat. Then before Carol can reply a BULLET
                   smacks into Nebula's raised arm.
    
    
    
                   INT. AVENGER'S TOWER UPPER FLOOR - NIGHT
    
                                       HILL
                             Is it a hit?
    
                   POV of her telescope: Nebula pries the bullet from her
                   mechanical wrist and it shifts back to her regular hand.
    
                   Nebula squints at the tower.
    
                                       HILL (O.S.) (CONT'D)
                             Ready? Fire!
    
                   We hear the BLAST from the rifle but Neb DIVES, her wingsuit
                   catching on the air.
    
                   BACK IN THE TOWER, Hill jumps to her feet. Pulls out a walkie
                   talkie.
    
                                       HILL (CONT'D)
                             I want those helicopters in the
                             air. Now! Don't let her leave the
                             city!
    
    
    
                   INT/EXT. CHRYSLER BUILDING SPIRE - NIGHT
    
                   Carol braces herself against the archway.
    
                                       CAROL
                             What the hell did you do that for!?
    
                                       HILL (V.O.)
                             She was about to kill you! What
                             else should I have done?
    
                                       CAROL
                             She was bluffing! She needs me or
                             else this whole game will be for
                             nothing.
    
                   Carol gazes down to the street. With a deep breath she steps
                   out into the air.
    
                   At first she falters, but regains control and flies upward.
    
                   She catches Neb in the corner of her eye. She's weaving
                   between buildings, headed south.
    
                   Carol tears through the sky after her. 
    
                   Helicopters follow overhead, shining spotlights, but hey
                   can't fly as low as the women and struggle to keep them in
                   sight.
    
                   Nebula and Carol veer left and right until they're over the
                   dark water of the bay, leaving the helicopters far behind.
    
    
    
                   EXT. STATUE OF LIBERTY - NIGHT
    
                   Carol lands on her knees at the base of the statue, clutching
                   her abdomen and breathing heavily. 
    
                   Nebula appears behind her.
    
                                       NEBULA
                             There is no need for you to die
                             like Mar-vell.
    
                   Carol turns around.
    
                                       CAROL
                             You don't get to talk about him.
    
                                       NEBULA
                             I know what you did to him. What
                             you've become. A spliced
                             abomination! You may have his genes
                             but you have none of his talent.
                             You'll never be as great as he was.
                             But would you like to know the
                             biggest difference between you and
                             him? Mar-vell would never have
                             abandoned his friends!
    
                   Carol struggles but pulls herself up.
    
                                       CAROL
                             I. Came. Back.
    
                   Nebula launches straight into the air. Carol uses all her
                   remaining strength to fly after her.
    
                   They circle around the statue, higher and higher until --
    
                   Carol collapses face first onto Liberty's crown. 
    
                   She crawls onto her hands and knees. Nebula hovers in front
                   of her, rage in her eyes.
    
                                       NEBULA
                             Mar-vell was the last of an ancient
                             and powerful race, until you
                             murdered him!
                             I see what is happening to you. You
                             are fading. The strength is
                             slipping from your body. That is
                             because you're not him! You cannot
                             regenerate energy on your own like
                             he could! Eventually you will be
                             spent. And then what shall do you?
    
                   Carol looks to the city skyline.
    
                                       NEBULA (CONT'D)
                             I am giving you a choice. Come with
                             me willingly and save your city, or
                             I will take you by force. Although,
                             I cannot guarantee you will survive
                             the journey to space.
    
                   Carol turns back and her gaze slides upward. High above Neb's
                   head shines the TORCH, glowing golden against the night sky.
    
                   She focuses on the light for a long beat. Pulls out her
                   earpiece. Tosses it off the edge of the crown.
    
                                       CAROL
                             You're right. I won't survive. Not
                             in space. Not like this.
    
                   Nebula is surprised, then pleased.
    
    
    
                   INT. CAROL AND JESS' APARTMENT - NIGHT
    
                   Carol stands at the table, rubbing the fabric of the SUIT
                   between her fingers.
    
                   Jessica flings the door open and rushes forward, hugging her
                   best friend.
    
                                       JESS
                             Where have you been!? The last we
                             heard you were on the Statue then
                             it cut out -- wait, what is it?
    
                                       CAROL
                             I'm going with her. I have to.
    
                   Jess pulls away from her.
    
                                       JESS
                             What, no!? You can't!
    
                                       CAROL
                             It doesn't matter anymore. I don't
                             have any power left to fight her. I
                             can't even fly.
    
                   Jess paces the room.
    
                                       JESS
                             There's still a away. There has to
                             be! Maybe the Avengers can... I'll
                             call --
    
                   Carol picks up the suit. Light shimmers over the fabric.
    
                                       CAROL
                             What do you do with a dead battery?
    
                                       JESS
                             Carol, now's not the time!
    
                                       CAROL
                             What do you do with it?
    
                   She stops in her tracks, thinking.
    
                                       JESS
                             I dunno? Hopefully recycle it with
                             a reputable company that can safely
                             dispose of it because battery acid
                             is corrosive?
    
                                       CAROL
                             You recharge it.
    
                                       JESS
                             Or that?
    
                   Jess turns to her friend.
    
                                       CAROL
                             You have to trust me, Jess.
    
    
    
                   EXT. CAROL'S APARTMENT BUILDING - ROOF - DAWN
    
                   Jessica walks through the roof door, holding it open.
    
                   Nebula stands at the edge, taking in the view of the city.
                   She turns back.
    
                   Carol steps out, hair blowing in the wind, tall and proud,
                   dressed in her FULL SUIT: boots, gloves, and all.
    
                                       NEBULA
                             Hold out your hands.
    
                   Carol reluctantly complies.
    
                   Nebula's hand BUZZES as it transforms into a pair of
                   handcuffs that SNAP over Carol's wrists, attached by a leash
                   to Nebula's arm.
    
                   Neb then straps on a breathing mask over her mouth. It's
                   connected to a compressed oxygen tank on her back.
    
                                       CAROL
                             Plan on sharing that?
    
                                       NEBULA
                             Let's go.
    
                   Carol glances back to Jess but in a second they're FLYING. 
    
                   Jess looks on as Nebula drags Carol up until they're gone.
                   Lost in the light of the rising sun.
    
    
    
                   EXT. THE EDGE OF EARTH'S ATMOSPHERE - DAWN
    
                   Carol shuts her eyes, wincing while they speed through the
                   upper atmosphere. We can hear Nebula breathing through her
                   mask.
    
                   Sunlight curves around the planet but hasn't hit them yet.
    
                   They slow, floating in orbit, waiting. Carol's eyes open, her
                   heart racing. She looks down at the familiar view. 
    
                   Nebula presses some button on her suit and looks out. Carol's
                   eyes follow her gaze to
    
                   THE MOON,
    
                   Distant and partially dimmed by the Earth's shadow. A spec
                   floats out from behind it. It's a SHIP, hidden safely behind
                   the moon, now on its way to rendezvous.
    
                   Nebula taps Carol's shoulder holds up the mask to her face.
                   For a fleeting, beautiful moment, Carol breathes deep. Until
                   Neb rips the mask back and places it on her own head.
    
                   And Carol feels it. THE SUN. It rises, growing hotter over
                   the horizon. She squints when the light hits her face. 
    
                   The glow intensifies, blanketing their bodies, shimmering
                   over her suit fibers. Carol looks down, her heart beat
                   steadier. She flexes her hands, points her toes. 
    
                   The sunlight illuminates her entire suit in a blinding array
                   of SPARKLES. Until it fades as if her body absorbed the light
                   itself, bleeding through the fabric into her skin.
    
                   Neb looks back, confused, but they can't communicate up here.
    
                   Both their heads turn toward the encroaching ship. She's
                   running out of time. Carol taps Neb, motioning for the mask.
                   Nebula obliges, holding it to her face.
    
                   But when she goes to pull back, Carol's hands, still bound,
                   reach up and GRAB her wrist, hard. Carol's back in business.
    
                   Nebula drops the mask but it's still attached to the tank by
                   its tube.
    
                   Carol wraps the leash around Nebs neck. She struggles to pull
                   away, her JETS firing wildly.
    
                   Carol focuses her energy at her hands and SHATTERS the cuffs. 
    
                   Neb breaks free. Her hand shifts into a BLASTER. Carol shoots
                   sideways. Neb FIRES.
    
                   They chase each other while the Earth spins behind them.
                   Fighting for dominance and for air.
    
                   Carol catches the mask and BLASTS Neb in the face with a
                   stream of energy while she takes a desperate breath.
    
                   Nebula KICKS her hard in the stomach, stopping the stream and
                   pushing them apart.
    
                   They regain their balance and stare each other down. Then
                   both shoot forward.
    
                   At the last second Carol VEERS left in a game of space
                   chicken. Nebula halts. Looks around. Where's she go?
    
                   To the ship, and she's already got a big head start. 
    
                   The jets fire up and Neb SPEEDS after Carol who has flown
                   underneath the ship and is building up for a massive blow.
    
                   Carol's suit SPARKLES in the sunlight. She absorbs more
                   energy that is transferred to her FISTS, a huge ball of light
                   growing around them.
    
                   A brilliant ENERGY STREAM spews from her hands, hitting the
                   ship and cooking it from the inside like a microwave.
    
                   The hull cracks, hot white light bursting through the breaks.
    
                   Neb's almost made it. Faster and faster, about to reach Carol
                   when the ship EXPLODES, shattering into chunks. 
    
                   The blast pushes Carol into Neb and they tumble backward
                   toward the Earth. 
    
                   Nebula tries to escape but Carol grabs the oxygen tank,
                   breaking the straps and ripping the mask from Neb's face.
    
                   Neb dives forward and they tug for the tank. Their eyes meet.
    
                   Carol catches the mask. Takes another deep, determined
                   breath, then SHOVES the tank away, taking Neb along with it.
    
                   She glides backward, clutching the tank, scrambling for the
                   mask.
    
                   Carol winds up for her final blow. She reaches an arm out and
                   BLASTS a stream of light straight at the tank.
    
                   Neb lets go but it's too late. The tank's oxygen IGNITES and
                   EXPLODES, shooting the women in opposite directions.
    
                   Nebula's wings are torn to pieces and the jets break away.
                   She would be screaming if she had any air.
    
                   ...Only after Nebula disappears into the starry blackness
                   does Carol allow herself to fall.
    
                   Eyes closed, limbs limp, hair wild. She plunges toward the
                   blue planet, sliding past clouds. Her arms outstretched in
                   front of her, unconsciously reaching for the stars.
    
                   We wait, for what seems like forever, for Carol's heart to
                   kick-start again. Wake up, Carol. Wake up! WAKE UP!
    
                   Her eyes JOLT open and she gasps for air then --
    
                   SMACK. Her back slams into something hard, metal, and moving.
                   She groans and rolls on her stomach.
    
                   It's the Milano soaring through the sky.
    
    
    
                   INT. THE MILANO - DAY
    
                   Carol tumbles through the hatch in the roof and HITS the
                   ground. She rubs her head.
    
                                       CAROL
                             Jesus, Quill! What are you doing?
    
                                       QUILL
                             You were falling. I saved you!
                             Perfect timing, too.
    
                   She glares at him. Pulls herself up. Shuffles toward the
                   front of the ship.
    
                                       CAROL
                             I had it under control.
    
                                       QUILL
                             Riiiight. So, I've been listening
                             to some of the music you gave me. I
                             really like this one...
    
                   He plugs a wire from the little CD player to his stereo
                   system. MUSIC pumps through the speakers.
    
                   Quill hops over to his seat. Carol slouches down in the chair
                   next to him, exhausted.
    
                                       QUILL (CONT'D)
                             It's a great view isn't it?
    
                                       CAROL
                             My favorite.
    
                   The Earth fills the frame with the sun shining beyond.
    
                                       CAROL (CONT'D)
                             Crap.
    
                                       QUILL
                             What?
    
                                       CAROL
                             I just remembered. I left that damn
                             rocket back at Nova. I have to go
                             back and get it.
    
                   Quill laughs.
    
                                       QUILL
                             Yeah, but can it wait a minute?
    
                                       CAROL
                             Sure.
    
                   They both take a moment to enjoy the view.
    
    
    
                   EXT. FOSTER DEFENSE PROGRAM - DAY
    
                   The rocket ship is parked in the background, safely back on
                   Earth.
    
                   Several yards away Carol is greeted by a crowd of engineers,
                   Hill and Jess.
    
                   Hill steps forward and extends her hand. Carol takes it.
    
                                       HILL
                             I thank you for returning the
                             Foster in one piece... like last
                             time. Also, the tech we salvaged in
                             the Pacific from that destroyed
                             alien ship will be of great use to
                             SHIELD.
    
                   Hill grips her hand harder and leans in to whisper.
    
                                       HILL (CONT'D)
                             Never. Again.
    
                   Carol nods. Hill releases her and the crowd APPLAUDS.
    
                   Carol smiles with relief. Jess rushes in for a hug.
    
    
    
                   EXT. BATTERY PARK - DAY
    
                   A hand squeezes a ketchup packet over a CHEESEBURGER.
    
                                       TRACY (O.S)
                             The New Colossus!
    
                   Carol looks up.
    
                   She and Tracy eat fast food on a bench facing the water.
    
                                       TRACY (CONT'D)
                             Here shall stand a mighty woman
                             with a torch! Whose flame is the
                             imprisoned lightning... or
                             something like that. I forget how
                             it goes?
    
                   Tracy's hair has started to grow in. Her face is less pale.
    
                                       CAROL
                             Huh?
    
                   Carol takes a bite of her burger.
    
                                       TRACY
                             The poem, you know! For the statue.
                             It's on a plaque. Didn't you read
                             it the last time you were there?
    
                                       CAROL
                                 (mouth full)
                             Sorry, I was a little busy then.
    
                   They both gaze out at Lady Liberty.
    
                                       TRACY
                             How's that for a welcome?
    
                   Carol smiles.
    
                                       KIT (O.S.)
                             Captain Marvel!
    
                   Kit skips up the sidewalk, Marina walking behind.
    
                   Tracy nods, allowing Carol to go meet the girl.
    
                                       KIT (CONT'D)
                             This is for you!
    
                   Kit shows Carol her new DRAWING, this time with a better
                   Captain Marvel logo on top. In it, Carol and Kit are flying
                   side by side, wearing matching super suits.
    
                                       CAROL
                             Oh, this is great, Kit, but I don't
                             think I'm the kind of hero that you
                             want to be. You almost got hurt
                             because of me.
    
                                       KIT
                             But I didn't. Plus, you saved
                             everyone in the end! That's what
                             heroes do, right? But even heroes
                             need a little help sometimes.
                             That's why they have sidekicks. And
                             I'm your sidekick!
    
                                       CAROL
                             That you are. You know you don't
                             have to fly to be a hero?
    
                                       KIT
                             I know, but flying is fun!
    
                                       CAROL
                             You still think so?
    
                   Kit looks down at her feet, shy. Then her eyes meet Carol's
                   and she grins. 
    
                                       KIT
                             Yeah...
    
                                       CAROL
                             Hey, wanna give it another try?
    
                   Kit bites her lip and nods.
    
                   Carol turns to Marina who's standing, arms crossed, just a
                   few feet away, close enough to hear.
    
                   She looks warmly at her daughter and her hero. She nods
                   softly.
    
                   From the bench Tracy flashes two thumbs up.
    
                   Carol zips up Kit's jacket and stands. The girl wraps her
                   arms around Carol's.
    
                                       CAROL (CONT'D)
                             Ready, Lieutenant Trouble?
    
                                       KIT
                             Ready, Captain!
    
                   And they take off into the blue sky --
    
                                       CAROL (V.O.)
                             Kit seems no worse for the wear.
                             She's even more determined to be a
                             superhero. Tracy's surgery went
                             well. She's doing much better these
                             days.
    
                   -- soaring over the streets and water below.
    
                                       CAROL (V.O.)
                             It's funny seeing Jess working at
                             SHIELD, having to dress like an
                             adult. Agent Hill's being a lot
                             more lenient. I think she might be
                             beginning to trust me.
    
                   Kit is overjoyed and Carol's having a pretty good time, too.
    
                                       CAROL (V.O.)
                             The new suit's been working great.
                             Finally fixed that little problem
                             I'd been having. Yeah...
    
                   Lady Liberty stands tall in the distance.
    
                                       CAROL (V.O.)
                             ...things are looking up.
    
    
    
                   INT. THERAPIST'S OFFICE - DAY
    
                   Focusing solely on Carol again on the couch.
    
                                       THERAPIST (O.S.)
                             That's great to hear, Carol. How
                             many days now?
    
                                       CAROL
                                 (counting on fingers)
                             Oh, uh... seven hundred and eighty
                             five days.
    
                   She's proud of herself, sitting up straight.
    
                                       THERAPIST (O.S.)
                             Wonderful. And are you still doing
                             "that thing?"
    
                                       CAROL
                             Oh, yeah, turns out it's actually
                             good for me. But now it's a little
                             different. No more free falling.
    
    
    
                   EXT. THE EDGE OF EARTH'S ATMOSPHERE - DAY
    
                   The curve of the Earth framed by the glow of the sun.
    
                                       CAROL (V.O.)
                             SHIELD added some upgrades to the
                             suit.
    
                   Carol zooms up into frame, silhouetted.
    
                   She stops, hovering above the planet, and as the light
                   adjusts we see her wearing her COMPLETE SUIT: blue, red, and
                   gold, along with her new helmet and mouthpiece attached to a
                   small compressed oxygen tank on her back.
    
                   Her hair floats above her, reflecting the sunlight as she
                   turns to face the world as CAPTAIN MARVEL.
    
                   POST CREDITS SCENE:
    
    
    
                   INT. CAROL'S APARTMENT - DAY
    
                   Jess and Carol eat take-out on the sofa. Jess flips through
                   TV channels with the remote. Stops on a news story about
                   "Captain Marvel" saving the city. 
    
                   Carol shakes her head. Jess changes the channel.
    
                   A rhythmic KNOCK at the door. Jess shrugs. Carol answers.
    
                   It's DARCY LEWIS. We know her from the Thor films but Carol's
                   never met her.
    
                                       DARCY
                             Hi! Uh, wow, great. You're really
                             her!
    
                                       CAROL
                             Can I help you?
    
                   Jess leans over the back of the sofa to eavesdrop.
    
                                       DARCY
                             Yes, you're Captain Marvel, right?
                             I saw you on TV and...
    
                   She digs a fist into her HANDBAG, searching for something.
    
                                       CAROL
                             I'm sorry, who are you?
    
                                       DARCY
                             I'm Darcy and my friend -- well,
                             he's not really my friend. Anyway,
                             he told me to "find Carol"?
    
                                       CAROL
                             I'm Carol.
    
                   Darcy pulls out a lumpy, crumpled ENVELOPE.
    
                                       DARCY
                             Awesome! 'Cause I think he wanted
                             me to give you this.
    
                   Carol tentatively takes the envelope, slices it open with a
                   finger and dumps the contents in her hand.
    
                   Her jaw drops as she raises the PENDANT by the chain in front
                   of her face. It's Loki's Time Stone.


End file.
